Corns Transaction 

EXECUTION VERSION 

CUSTODIAL AND PAYING AGENCY AGREEMENT 


by and among 


CORUS CONSTRUCTION VENTURE, LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its corporate capacity, as Purchase Money Note Guarantor, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its capacity as Receiver for Corus Bank, N.A., as Advance Facility Agent, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its capacity as Receiver for Corus Bank, N.A., as Collateral Agent, 


and 


WELLS FARGO BANK, N.A. 


Dated as of October 16, 2009 

Corus - Custodial and Paying Agency Agreement 

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TABLE OF CONTENTS 


ARTICLE I DEFINITIONS AND CONSTRUCTION ........................................ '" ......................2 


Section 1.1 Definitions............................................................................... '" ..................2 


Section 1.2 Rules of Construction ................................................................................ 18 


ARTICLE II PAYING AGENT AND PURCHASE MONEY NOTES ..................................... 18 


Section 2.1 
 Appointment of Paying Agent ................................................................... 18 


........................................................................ 18 


......................................................................................................... 19 


................................................................ 19 


... ...... 21 


.................................................................21 


................................22 


.......................................................36 


Section 2.2 
 Delivery of Documentation 

Section 2.3 
 Duties 

Section 2.4 
 Fonns of Purchase Money Note 

Section 2.5 
 Authorized Amount; Stated Maturity; Denominations; PrepaymeIit

Section 2.6 
 Execution, Delivery and Dating 

Section 2.7 
 Registration, Registration of Transfer and Exchange 

Section 2.8 
 Reissuance of Purchase Money Notes 

Section 2.10 
 Payments with Respect to the Purchase Money Notes ..............................37 


Section 2.11 
 Mandatory Exchange .................................................................................38


Section 2.12 


Section 2.13 
 Withholding ...............................................................................................40 


...........................................................................40 


............................................................................................40 


...............................................................................................41 


.........................................................................41 


Section 2.14 
 Persons Deemed Owners 

Section 2.15 
 Holder Voting 

Section 2.16 
 Cancellation 

Section 2.17 
 Section 3(c)(7) Procedures 

Mutilated, Defaced, Destroyed, Lost or Stolen Purchase Money 


Notes ..........................................................................................................36 


Notes Beneficially Owned by Persons Not Qualified Institutional 


Section 2.9 


Buyers or Qualified Purchasers .................................................................39 


ARTICLE III ACCOUNTS ........................................................................................... , ............. 42 


Section 3.1 Collection Account ....................................................................................42 


Section 3.2 Distribution Account ..................................................................................43 


Section 3.3 Defeasance Account. ..................................................................................43 


Section 3.4 Company Account .....................................................................................44 


Section 3.5 Advance Lender Escrow Account ............................................................ .45 


ARTICLE IV ADDITIONAL PROVISIONS RELATED TO THE ACCO~TS.....................45 


Section 4.1 
 Investment of Funds in Accounts ............................................................. .45 


.......................................................................................................47 


.............................................................. .47 


...................................................................................47 


Section 4.2 
 Interest. 

Section 4.3 
 Inadequately Identified Amounts 

Section 4.4 
 Pawent Procedures 

ARTICLE V DISTRIBUTIONS ................................................................................................. .47 


Section 5.1 Priority of Pawents ..................................................................................47 


Section 5.2 Notices of Payment Failure ........................................................................50 


ARTICLE VI CUSTODIAL DOCUMENTS .............................................................................. 50 


Section 6.1 Delivery of Custodial Documents .............................................................. 50 


Section 6.2 Examination of Custodian Files; Copies ....................................................53 


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Section 6.3 Shipment of Custodial Documents ............................................................53 


ARTICLE VII CUSTODIAN ......................................................................................................54 


Section 7.1 Appointment of the Custodian ...................................................................54 


Section 7.2 Obligations of the Custodian .....................................................................54 


ARTICLE VIII FEES AND EXPENSES ....................................................................................56 


Section 8.1 Fees and Expenses .....................................................................................56 


ARTICLE IX REMOVAL OR RESIGNATION .........................................................................57 


Section 9.1 Removal or Resignation of Custodian and Paying Agent .........................57 


ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS ............................58 


Section 10.1 Representations, Warranties and Covenants ............................................. .58 


Section 10.2 Insurance ....................................................................................................58 


ARTICLE XI REPORTS .............................................................................................................59 


Section 11.1 Custodian and Paying Agent Report ......................................................... .59 


Section 11.2 Additional Reports .....................................................................................59 


Section 11.3 Company and Servicer Distribution Date Accounting ..............................59 


Section 11.4 Distribution Date Instructions ....................................................................61 


Section 11.5 Books and Records ....................................................................................61 


ARTICLE XII NO ADVERSE INTERESTS ..............................................................................62 


Section 12.1 No Adverse Interests ..................................................................................62 


ARTICLE XIII LIABILITY AND INDEMNIFICA nON .........................................................62 


Section 13.1 Liability; Indemnification ..........................................................................62 


ARTICLE XIV CUSTODIAN AND PA YfNG AGENT ............................................................63 


f" Section 14.1 Reliance of Custodian and Paying Agent ..................................................63 


ARTICLE XV TAXES.................................................................................................................64 


Section 15.1 Tax Reports ................................................................................................64 


Section 15.2 Stamp and Other Similar Taxes .................................................................64 


Section 15.3 Tax Characterization .................................................................... , ............. 65 


Section 15.4 Back-Up Withholding ................................................................................65 


ARTICLE XVI TERM .................................................................................................................65 


Section 16.1 Term ...........................................................................................................65 


ARTICLE XVII AUTHORIZED REPRESENTATIVES ...........................................................65 


Section 17.1 Authorized Representatives .......................................................................65 


ARTICLE XVIII NOTICES ........................................................................................................65 


Section 18.1 Notices .......................................................................................................65 


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ARTICLE XIX MISCELLANEOUS ........................................................................................... 68 


Section 19.1 Governing Law .......................................................................................... 68 


Section 19.2 Waiver of Jury TriaL................................................................................. 68 


Section 19.3 Jurisdiction; Venue and Service ................................................................. 68 


Section 19.4 Counterparts ............................................................................................... 70 


Section 19.5 Severability ................................................................................................ 70 


Section 19.6 Compliance With Law ............................................................................... 71 


Section 19.7 Entire Agreement ....................................................................................... 71 


Section 19.8 Assignment; Binding Effect... .................................................................... 71 


Section 19.9 Rights Cumulative ..................................................................................... 71 


Section 19.10 Amendments ....................... , .................... '" ............................................... 72 


Section 19.11 Headings .................................................................................................... 72 


Exhibits 

Exhibit A Loan Schedule 

Exhibit B Form of Collateral Certificate 

Exhibit C Form of Supplemental Delivery Certificate 

Exhibit D Request for Release and Receipt 

Exhibit E Form of Lost Instrument Affidavit 

Exhibit F Authorized Representatives 

Exhibit G Fees and Expenses of Custodian and Paying Agent 

Exhibit H Review Procedures 

Exhibit I Custodian and Paying Agent Report 

Exhibit J-1 Form of Certificated Note 

Exhibit J-2 Form of Global Note 

Exhibit K-l Form of Certificate for Transfer or Exchange of Rule 144A Global Note to 

Temporary Regulation S Global Note or Regulation S Global Note 

Exhibit K-2 Form of Certificate for Transfer or Exchange of Temporary Regulation S Global 

Note or Regulation S Global Note to Rule 144A Global Note 

Exhibit K-3 Form of Qualified Institutional Buyer/Qualified Purchaser 

Exhibit K-4 Form of Certificate for Transfer or Exchange of Global Note to Certificated Note 

Exhibit K-5 Form ofNon-U.S. Person Certification 

Exhibit K-6 Form of Certificate for Transfer of Certificated Note to Certificated Note 

Exhibit K-7 Fonn of Certificate for Transfer or Exchange of Certificated Note to Temporary 

Regulation S Global Note or Regulation S Global Note 

Exhibit K-8 Form of Certificate for Transfer or Exchange of Certificated Note to Rule l44A 

Global Note 

Exhibit L Form of OTC Notice to Investors 

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CUSTODIAL AND PAYING AGENCY AGREEMENT 


THIS CUSTODIAL AND PAYING AGENCY AGREEMENT (as the same shall be amended, 

modified or supplemented in accordance with the tenus hereof, this "Agreement") is made and 

entered into as of October 16, 2009, by and among Corus Construction Venture, LLC, a 

Delaware limited liability company (the "Company"), the Federal Deposit Insurance 

Corporation, in its corporate capacity, as the guarantor of the Purchase Money Notes (as defined 

below) (together with its successors and assigns, the "Purchase Money Note Guarantor"), the 

Federal Deposit Insurance Corporation, in its capacity as the Receiver (as defined below), as the 

Administrative Agent under the Advance Facility (as defined below) (together with its 

successors and assigns, the "Advance Facility Agent"), the Federal Deposit Insurance 

Corporation, in its capacity as the Receiver, as the Collateral Agent under the Reimbursement, 

Security and Guaranty Agreement (as defined below) (in such capacity, or any successor 

collateral agent, the "Collateral Agent"), and Wells Fargo Bank, N.A., a national banking 

association, (the "Bank"). 

RECITALS 

WHEREAS, on September 11,2009, the FDIC (as defined below) was appointed 

receiver for Corus Bank, N.A. (the "Failed Bank"); and 

WHEREAS, the Failed Bank previously owned the Loans as described on the Loan 

Schedule attached hereto as Exhibit A (the "Loan Schedule"); and 

WHEREAS, the FDIC, as receiver for the Failed Bank (the "Receiver"), and the 

Company have entered into a Loan Contribution and Sale Agreement (the "Contribution 

Agreement") dated as of the date hereof, pursuant to which the Receiver, in its capacity as the 

Initial Member (as defined below), transferred all of its right, title, and interest in and to the 

Loans to the Company; and 

WHEREAS, the Receiver, including its successors and assigns (the "Initial Member"), 

the Company, and CCV Managing Member, LLC, a Delaware limited liability company, have 

entered into the Amended and Restated Limited Liability Company Operating Agreement (the 

"LLC Operating Agreement") dated as of the date hereof; and 

WHEREAS, pursuant to the Reimbursement, Security and Guaranty Agreement (the 

"Reimbursement, Security and Guaranty Agreement") dated as of the date hereof, by and 

among the Company, the Grantors party thereto, the Collateral Agent, the Advance Facility 

Agent and the Purchase Money Note Guarantor, the Company has pledged the Loans to the 

Collateral Agent, for the benefit of the Advance Lenders (as defined below) and the Purchase 

Money Note Guarantor, and the Reimbursement, Security and Guaranty Agreement requires that 

the Company retain a document custodian, meeting the requirements set forth in the 

Reimbursement, Security and Guaranty Agreement, to take possession of the Custodial 

Documents (as defined below), in accordance with the tenns and conditions hereof; and 

WHEREAS, the Company wishes to open and maintain in its name at a branch of the 

Bank certain accounts into which amounts will be deposited and proceeds will be distributed as 

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provided herein and to appoint the Bank as Custodian and Paying Agent (each as defined below) 

to perfonn the services contemplated by this Agreement; and 

WHEREAS, the Bank wishes to accept its appointment as Custodian and as Paying 

Agent to perfonn the services contemplated by this Agreement; and 

WHEREAS, the Company and the Bank wish to enter into this Agreement to, among 

others, govern the allocation of the proceeds to be distributed from each account established 

pursuant to this Agreement and the performance of certain tasks by the Bank; 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and 

agreements contained herein, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


Section 1.1 Definitions. For purposes of this Agreement, the following tenns shall 

have the meanings set forth below. 

"Acceptable Investment Rating" shall mean any of the lOp three rating categories that 

may be assigned to any security, obligation or entity by the Rating Agencies. 

"Account Control Agreement" shall mean one or more Account Control Agreements 

dated as of the date hereof, among the Company, the Bank and the Collateral Agent, as the same 

shall be amended, supplemented or otherwise modified from time to time. 

"Accounts" shall have the meaning given in Section 4. t(b). 

"Acquired Collateral" shall mean Collateral to which title is acquired by or on behalf of 

the Company or any Ownership Entity, the Failed Bank or the Receiver by foreclosure, by deed 

in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, 

including Ownership Entities and REO Property. 

"Advance Facility" shall mean that certain Advance Facility Agreement, dated as of 

October 16, 2009, by and between Corus Construction Venture, LLC, the lenders party thereto 

and the Advance Facility Agent. 

"Advance Facility Agent" shall have the meaning given in the preamble. 

"Advance Lender" shall mean "Lender" as defined in the Advance Facility. 

··Advance Lender Escrow Account" shall mean a segregated trust or custodial account 

designated as the '·Advance Lender Escrow Account" and established and maintained in the 

name of the Company for the benefit of the Collateral Agent at a branch of the Bank for the sole 

purpose of holding and distributing amounts deposited into such account pursuant to the Priority 

of Payments (and bearing account number_). 

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"Affiliate" shall mean, with respect to any specified Person, (i) any other Person directly 

or indirectly Controlling or Controlled by or under common Control with such specified Person, 

(ii) any Person owning or Controlling ten percent (10%) or more of the outstanding voting 

securities, voting equity interests, or beneficial interests of the Person specified, (iii) any officer, 

director, general partner, managing member, trustee, employee or promoter of the Person 

specified or any Immediate Family Member of such officer, director, general partner, managing 

member, trustee, employee or promoter, (iv) any corporation, partnership, limited liability 

company or trust for which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) 

any Person who is an officer, director, general partner, managing member, trustee or holder of 

ten percent (10%) or more of the outstanding voting securities, voting equity interests or 

beneficial interests of any Person described in clauses (i) through (iv); provided, however, that 

for the purposes of this Agreement none of the Initial Member, the Collateral Agent, the 

Purchase Money Note Guarantor or the Advance Facility Agent shall be deemed an Affiliate of 

the Company or of any Affiliate of the Company. 

HAe.ent Members" shall mean members of, or participants in, DTC and the Clearing 

Agencies. 

"Agreement" shall have the meaning given in the preamble. 

"Ancillary Documents" shall mean the LLC Operating Agreement, the Servicing 

Agreement, one or more Account Control Agreements, the Contribution Agreement, the LLC 

Interest Sale Agreement, the Advance Facility, the Purchase Money Notes and the 

Reimbursement, Security and Guaranty Agreement, in each case once executed and delivered, 

and any and all other agreements and instruments executed and delivered in connection with the 

Closing and the transactions contemplate thereby. 

"Applicable Ownership Entity" shall mean the Company or any subsidiary thereof 

formed from time to time for the purposes of holding REO Property. 

"Authorized Denominations" shall have the meaning given in Section 2.5(b). 

"Authorized Representative" shall mean, with respect to any Person, each individual 

designated, in writing as required by Section 17.1, by such Person to the Custodian to act as an 

authorized representative of such Person for purposes of this Agreement. 

"Benefit Plan" shall have the meaning given in Section 2.7(0)(iv)(A). 

"Borrower" shall mean any borrower or other obligor with respect to any Loan. 

"Business Day" shall mean any day except (i) a Saturday, Sunday or other day on which 

commercial banks in Washington, D.C. or United States federal government offices are required 

or authorized by Law to close, or (ii) with respect to any day on which the Company owes an 

obligation to the Custodian or the Paying Agent or on which the Custodian or the Paying Agent 

owes an obligation to the Company, any day on which the Bank's offices are closed. 

"Certificated Note" shall have the meaning given in Section 2.4(a). 

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"Clearing Agency" shall mean an organization registered as a "clearing agency" 

pursuant to Section 17A of the Exchange Act. 

"Clearstream" shall mean Clearstream Banking, societe anonyme, a corporation 

organized under the laws of the Grand Duchy of Luxembourg. 

"Closing" shal1 mean the consummation of the transactions contemplated in the LLC 

Interest Sale Agreement. 

"Closing Date" shall mean October 16, 2009. 

"Code" shall mean the United States Internal Revenue Code of 1986. as amended. 

"Collateral" shall mean any and al1 real or personal property, whether tangible or 

intangible, securing or pledged to secure a Loan, including any account, equipment, guarantee or 

contract right, equity, partnership or other interest that is the subject of any Collateral Document 

and, as the context requires, includes Acquired Collateral, whether or not so expressly specified. 

"Collateral Agent" shaH have the meaning given in the preamble. 

"Collateral Certificate" shall have the meaning given in Section 6.1 (b). 

"Collateral Document" shall mean any pledge agreement, security agreement, personal, 

corporate or other guaranty. deed of trust, deed, trust deed, mortgage, contract for the sale of real 

property, assignment, collateral agreement or other agreement or document of any kind, whether 

an original or a copy, whether similar to or different from those enumerated, (i) securing in any 

manner the performance or payment by any Borrower of its obligations or the obligations of any 

other Borrower under any of the Loans or the Notes evidencing the Loans or (ii) evidencing 

ownership of any Acquired Collateral. 

"Collection Account" shall mean a segregated trust or custodial account designated as 

the "Collection Account" and established and maintained in the name of the Company for the 

benefit of the Collateral Agent at a branch of the Bank for the purpose of funding any payments 

that are permitted under the Priority of Payments and holding and distributing Loan Proceeds and 

Working Capital Advances in respect of fees and expenses of the Custodian and Paying Agent, 

fces and.cxpenses of the Verification Contractor and the Management Fee to the Distribution 

Account (and bearing account number_>. 

"Commitment" shall have the meaning given in the Advance Facility. 

"Company" shall have the meaning given in the preamble. 

"Company Account" shall mean a segregated trust or custodial account designated as 

the "Company Account" and established and maintained in the name of the Company for the 

benefit of the Collateral Agent at a branch of the Bank for the sole purpose of holding and 

distributing proceeds of Loans (as defined in the Advance Facility) deposited into such account 

pursuant to the Advance Facility (and bearing account number_. 

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"Contribution Agreement" shall have the meaning given in the recitals. 

"Control" (including the phrases "Controlled by" and "under common Control with") 

when used with respect to any specified Person shall mean the possession, direct or indirect, of 

the power to direct or cause the direction of the management and policies of such Person, 

whether through the ownership of voting securities or interests, by contract or otherwise. 

"Custodial Delivery Failure" shall have the meaning given in Section 13. ICb ). 

"Custodial Documents" shall mean the documents listed in Section 6.l(c). 

"Custodial Report" shall mean a report prepared by the Custodian, which shall be in a 

fonn acceptable to the Company, detailing, with respect to any Loan that has been released by 

the Custodian, the following: (i) the borrower name and any identification number assigned to 

the Loan, (ii) the location to which the Custodial Documents with respect to such Loan were 

delivered by the Custodian, and (iii) the date on which such Custodial Documents were released 

by the Custodian. 

"Custodian" shall mean the Bank, and any successor custodian that satisfies the 

requirements set forth in Section 10.1 Cd) of this Agreement and is acceptable and approved by 

the Initial Member (such approval not to be unreasonably withheld, delayed or conditioned). 

"Custodian and Paying Agent Report" shall have the meaning given in Section 11.1 (a). 

"Debt Aereements" shall have the meaning given in Section 2.2. 

"Defeasance Account" shall mean a segregated trust or custodial account designated as 

the "Defeasance Account" and established and maintained in the name of the Company for the 

benefit of the Collateral Agent at a branch of the Bank for the sole purpose of holding and 

distributing funds deposited into such account (i) pursuant to the Priority of Payments, Section 

3.3 and Section I(h) of the LLC Interest Sale Agreement and (ii) as Excess Working Capital 

Advances advanced to cure any Purchase Money Note Trigger Event (and bearing account 

number 53235204). 

"Depository" or "DTe" shall mean the Depository Trust Company, its nominees, and 

their respective successors. 

"Determination Date" shall mean the last day of each Due Period. 

"Distribution Account" shall mean a segregated trust or custodial account designated as 

the "Distribution Account" and established and maintained at a branch of the Bank in the name 

of the Company for the benefit of the Collateral Agent for the sole purpose of holding and 

distributing Loan Proceeds and Working Capital Advances in respect of fees and expenses of the 

Custodian and Paying Agent, fees and expenses of the Verification Contractor and the 

Management Fcc and bearing account number_. 

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"Affiliate" shall mean, with respect to any specified Person, (i) any other Person directly 

or indirectly Controlling or Controlled by or under common Control with such specified Person, 

(ii) any Person owning or Controlling ten percent (10%) or more of the outstanding voting 

securities, voting equity interests, or beneficial interests of the Person specified, (iii) any officer, 

director, general partner, managing member, trustee, employee or promoter of the Person 

specified or any Immediate Family Member ofsuch officer, director, general partner, managing 

member, trustee, employee or promoter, (iv) any corporation, partnership, limited liability 

company or trust for which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) 

any Person who is an officer, director, general partner, managing member, trustee or holder of 

ten percent (10%) or more of the outstanding voting securities, voting equity interests or 

beneficial interests of any Person described in clauses (i) through (iv); provided, however, that 

for the purposes of this Agreement none of the Initial Member, the Collateral Agent, the 

Purchase Money Note Guarantor or the Advance Facility Agent shall be deemed an Affiliate of 

the Company or of any Affiliate of the Company. 

"Agent Members" shall mean members of, or participants in, DTC and the Clearing 

Agencies. 

"Agreement" shall have the meaning given in the preamble. 

"Ancillary Documents" shall mean the LLC Operating Agreement, the Servicing 

Agreement, one or more Account Control Agreements, the Contribution Agreement, the LLC 

Interest Sale Agreement, the Advance Facility, the Purchase Money Notes and the 

Reimbursement, Security and Guaranty Agreement, in each case once executed and delivered, 

and any and all other agreements and instruments executed and delivered in connection with the 

Closing and the transactions contemplate thereby. 

"Applicable Ownership Entity" shall mean the Company or any subsidiary thereof 

formed from time to time for the purposes of holding REO Property. 

"Authorized Denominations" shall have the meaning given in Section 2.5(b). 

"Authorized Representative" shall mean, with respect to any Person, each individual 

designated, in writing as required by Section 17.1, by such Person to the Custodian to act as an 

authorized representative of such Person for purposes of this Agreement. 

"Benefit Plan" shall have the meaning given in Section 2.7(o)(iv)(A). 

"Borrower" shall mean any borrower or other obligor with respect to any Loan. 

"Business Day" shall mean any day except (i) a Saturday, Sunday or other day on which 

commercial banks in Washington, D.C. or United States federal government offices are required 

or authorized by Law to close, or (ii) with respect to any day on which the Company owes an 

obligation to the Custodian or the Paying Agent or on which the Custodian or the Paying Agent 

owes an obligation to the Company, any day on which the Bank's offices are closed. 

"Certificated Note" shall have the meaning given in Section 2.4(a). 

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"Distribution Date" shall mean the twenty-fifth (25 th 

) day of each month, or if such day 

is not a Business Day, the next succeeding day that is a Business Day, commencing December 

25,2009. 

"Distribution Date Report" shall have the meaning given in Section 11.3. 

"Due Period" shall mean (i) with respect to the first Distribution Date, the period from 

the Closing Date to and including November 30, 2009, and (ii) with respect to any Distribution 

Date thereafter, the calendar month prior to the month in which the Distribution Date occurs. 

"ERISA" shall mean the United States Employee Retirement Income Security Act of 

1974, as amended. 

"Escrow Account" shall have the meaning given in the Contribution Agreement. 

"Escrow Advance" shall mean any advance made to pay taxes or insurance premiums or 

any other cost or expense that, but for a shortfall in the Borrower's Escrow Account, is payable 

using funds in the Borrower's Escrow Account. 

"EurocJear" shall mean Euroclear Bank, S.A.IN.V., as operator of the Euroclear system. 

"Exception" shall mean, with respect to any Loan, any variance from the requirements of 

Section 6.l(c), including any missing Custodial Document and any document that does not meet 

the applicable requirements set forth in Section 6.1 (c). 

"Excess Proceeds" shall mean, with respect to any Loan, the product of (A) 0.75 and (B) 

the excess, if any, of (i) any and all proceeds from sales or other dispositions of all or any portion 

of such Loan over (ii) the sum of (a) the value, expressed in United States dollars, of such Loan 

as set forth in Exhibit A to the Contribution Agreement, as such value may be modified pursuant 

to an Approved Business Plan (as defined in the Advance Facility) upon the written consent of 

the Managing Member and the Advance Facility Agent, (b) the amount of any Advance Loans 

(as defined in the Advance Facility) made by the Advance Lenders in respect of such Loan 

pursuant to the terms of the Advance Facility that is applied in accordance with the terms of the 

Advance Facility and the Approved Business Plan (as defined in the Advance Facility) with 

respect to such Loan, (c) the amount of any Authorized Overage Loans (as defined in the 

Advance Facility) made by the Advance Lenders in respect of such Loan pursuant to the terms of 

the Advance Facility that is applied in accordance with the terms of the Advance Facility and the 

Approved Business Plan (as defined in the Advance Facility) with respect to such Loan, (d) the 

amount of any Working Capital Loans made by the Advance Lenders in respect of such Loan 

pursuant to the terms of the Advance Facility that is applied in accordance with the terms of the 

Advance Facility and the Approved Business Plan (as defined in the Advance Facility) with 

respect to such Loan and (e) the amount of any Excess Working Capital Advances made in 

respect of such Loan to the extent that such Excess Working Capital Advances increase the 

Unpaid Principal Balance ofsuch Loan. For purposes of clause (ii)(d) above, the amount of 

Working Capital Loans made in respect of any Loan as of any date shall equal the product of (x) 

the aggregate amount of all Working Capital Loans made pursuant to the terms of the Advance 

Facility and (y) the quotient (expressed as a decimal) of the Unpaid Principal Balance of such 

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Loan as of such date divided by the aggregate Unpaid Principal Balance of all Loans as of such 

date. . 

"Excess Working Capital Advances" shall mean amounts advanced by or on behalf of 

the Managing Member (i) to fund the Company's operations and operating deficits in excess of 

any Working Capital Loans (as defined in the Advance Facility) and Authorized Overage Loans 

(as defined in the Advance Facility) or (ii) to cure any Purchase Money Note Trigger Event. 

"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as 

amended. 

"Exchange Date" shall have the meaning given in Section 2.4(b). 

"Excluded Expenses" shall have the meaning given in Section 12.7(b) of the the LLC 

Operating Agreement. 

"Failed Bank" shall have the meaning given in the recitals. 

"FDIC" shall mean the Federal Deposit Insurance Corporation in any capacity. 

"Final Disposition" shall mean with respect to any asset, any sale, assignment (excluding 

pledges or other assignments for collateral purposes), conveyance, transfer or other disposition 

thereof. The terms "Finally Dispose" and "Finally Disposed of' shall have correlative 

meanings. 

"FRB" shall mean the Board of Governors of the Federal Reserve System. 

"Global Note" shall have the meaning given in Section 2.4(a). 

"Governmental Authority" shall mean any United States or non-United States national, 

federal, state, local, municipal or provincial or international government or any political 

subdivision of any governmental, regulatory or administrative authority, agency or commission, 

or judicial or arbitral body. 

"Guarantor" shall mean any guarantor of all or any portion of any Loan or all or any of 

any Borrower's obligations set forth and described in the Loan Documents. 

"Holder" shall mean with respect to any Purchase Money Note, the Person whose name 

appears on the Purchase Money Note Register as the registered holder of such Purchase Money 

Note. 

"Holder Percentage" shall mean, with respect to each Holder and each Purchase Money 

Note at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), (i) 

the numerator of which is the outstanding principal amount of such Purchase Money Note for 

which such Holder is registered as the owner on the Purchase Money Note Register at such time 

and (ii) the denominator of which is the aggregate outstanding principal amount of such Purchase 

Money Note at such time. 

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Corus - Custodial and Paying Agency Agreement 

Doc~: USl:S745076v22 
"Immediate Family Member" shall mean, with respect to any individual, his or her 

spouse, parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, 

brothers-in-law, sisters-in-law, children (whether natural or adopted), children-in-law, 

stepchildren, grandchildren and grandchildren-in-Iaw. 

"Initial Member" shall have the meaning given in the recitals. 

"Interest Proceeds" shall mean, with respect to any Detennination Date, (i) all cash 

payments ofinterest, including default interest, on the Loans during the immediately preceding 

Due Period, (ii) any accrued interest earned on any cash in the Collection Account or the 

Company Account, including accrued interest from the sale of any Loan, received during the 

immediately preceding Due Period, (iii) prepayment fees, premiums and charges, extension and 

exit fees, assumption fees, penalty fees and other fees and charges received during the 

immediately preceding Due Period and (iv) the operating cash flow realized from any Acquired 

Collateral net of Servicing Expenses, whether paid directly to the Company or distributed by an 

Ownership Entity. 

"Investment Company Act" shall mean the United States Investment Company Act of 

1940, as amended. 

"Law" shall mean any applicable statute, law, ordinance, regulation, rule, code, 

injunction, judgment, decree or order (including any executive order) of any Governmental 

Authority. 

"Lien" shall mean any mortgage, deed of trust, pledge, security interest, charge, 

restriction on or condition to transfer, voting or exercise or enjoyment of any right or beneficial 

interest, option, right of first refusal, easement, covenant, restriction and any other lien, claim or 

encumbrance of any nature whatsoever. 

"LLC Interest Sale Agreement" shall mean the Limited Liability Company Interest 

Sale and Assignment Agreement by and among the Private Owner, the Receiver and the Initial 

Member dated as of the date hereof. 

"LLC Operating Agreement" shall have the meaning given in the recitals. 

"Loan" shall mean any loan, Loan Participation, Ownership Entity (including any cash 

and cash equivalents held directly or indirectly by such Ownership Entities (excluding security 

deposits, deposits made by prospective purchasers of condominium or cooperative units or other 

portions of the interests in the Acquired Collateral and other cash and cash equivalents to the 

extent such Ownership Entity has a corresponding liability to a third party» or Acquired 

Collateral listed on the Loan Schedule, and any loan into which any listed loan or Loan 

Participation is refinanced or modified, and includes with respect to each such loan, Loan 

Participation, Ownership Entity, Acquired Collateral or other related asset or any Related 

Agreement: (i) any obligation evidenced by a Note; (ii) all rights, powers or Liens of the 

Company or any Ownership Entity in or under the Collateral and Collateral Documents and in 

and to Acquired Collateral (including all Ownership Entities and REO Property held by an 

Ownership Entity); (iii) all of the rights of the Company or any Ownership Entity under any 

lease and the related leased property; (iv) all rights to causes of action, lawsuits, jUdgments, 

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claims and demands of any nature available to or being pursued by or for the benefit of the 

Company or any Ownership Entity with respect to the Loans, the Collateral or the ownership, 

use, function, value of or other rights pertaining thereto, whether arising by way of counterclaim 

or otherwise; (v) all guaranties, warranties, indemnities and similar rights in favor of the 

Company or any Ownership Entity with respect to any of the Loans and (vi) all rights of the 

Company or any Ownership entity under the Related Agreements. 

"Loan Documents" shall mean all documents, agreements, certificates, instruments and 

other writings (including all Collateral Documents) now or hereafter executed by or delivered or 

caused to be delivered by any Borrower, any Guarantor or any other obligor evidencing, 

creating, guaranteeing or securing, or otherwise executed or delivered in respect of, all or any 

part of a Loan or any Acquired Collateral or evidencing any transaction contemplated thereby 

(including, for this purpose, title insurance policies and endorsements thereto), and all 

Modifications thereto. 

"Loan Participation" shall mean any asset subject to a shared credit, participation, colending or similar intercreditor agreement under which the Failed Bank or the Receiver was and, 

after the Closing Date, the Company is the lead or agent financial depository institution or 

otherwise managed or held the credit or sold participations, or under which the Failed Bank or 

the Receiver was and, after the Closing Date, the Company is a participating financial depository 

institution or purchased participations in a credit managed by another Person. 

"Loan Participation A2reement" shall mean an agreement under which the Failed Bank 

or the Receiver was and, after the Closing Date, the Company is the lead or agent financial 

depository institution or otherwise managed or held a shared credit or sold participations, or 

under which the Failed Bank or the Receiver was and. after the Closing Date, the Company is a 

participating financial depository institution or purchased participations in a credit managed by 

another Person. 

"Loan Proceeds" shall mean all of the following: (i) any and all proceeds (net of such 

proceeds as are payable to others under any Loan Participation Agreement) with respect to any 

or a1J of the Loans and any or all of the Collateral. including principal, interest, default interest, 

prepayment fees, premiums and charges, extension and exit fees, late fees, assumption fees, other 

fees and charges, insurance proceeds and condemnation payments (or any portion thereof) that 

are not used and disbursed to repair, replace or restore the related Collateral in accordance with 

the terms of the Loan Documents and the Ancillary Documents, and, with respect to any 

Acquired Collateral, operating cash flow realized from such Acquired Collateral net of Servicing 

Expenses, whether paid directly to the Company or distributed by an Ownership Entity; (ii) any 

and all proceeds from sales or other dispositions or refinancings of any orall of the Loans 

(including Acquired Collateral) net of Servicing Expenses incurred in connection with such sale 

or other disposition or refinancing; (iii) any proceeds from making a draw under any letter of 

credit or certificate of deposit held with respect to any Loan, provided that such draw is 

permitted by the tern1S of the Loan Documents; (iv) any recoveries from Borrowers or 

Guarantors of any kind or nature with respect to the Loans; (v) any deposits or downpayments 

forfeited by prospective purchasers or lessees of apartments, or other units for space at any 

Collateral; and (vi) any interest or other earnings accrued and paid on any of the amounts 

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Corus -- Custodial and Paying Agency Agreement 

Ooc#: USI :5745076v22 
described in the foregoing clauses (i) through (v) while held in the Collection Account or any 

other account (other than the Defeasance Account or the Advance Lender Escrow Account). 

"Loan Schedule" shall have the meaning given in the recitals. 

"Loan Schedule and Exception List" shall mean a list ofthe Loans, identifying, with 

respect to each Loan, each Exception, and that details, with respect to any Loan that has been 

released by the Custodian, (i) the Borrower name and any identification number assigned to the 

Loan, (ii) the location to which the Custodial Documents with respect to such Loan were 

delivered by the Custodian, and (iii) the date on which such Custodial Documents were released 

by the Custodian. 

"Management Fee" shall mean a fee, payable on each Distribution Date pursuant to 

Section 5.1, (i) with respect to the initial Distribution Date, equal to 1.00 percent (1.00%) 

mulliplied by the Unpaid Principal Balance of the Loans calculated as of the Closing Date 

multiplied by the number of days in the initial Due Period divided bv three hundred sixty (360), 

and (ii) with respect to each subsequent Distribution Date, equal to one-twelfth (I/lth) of 1.00 

percent (1.00%) multiplied bv the Unpaid Principal Balance of the Loans calculated as of the first 

day of the Due Period with respect to such Distribution Date. 

"Managing Member" shall have the meaning given in the LLC Operating Agreement. 

"Maturing Purchase Money Note" shall have the meaning given in Section 2.8. 

"Modification" shall mean any extension, renewal, substitution, replacement, 

supplement, amendment or modification of any agreement, certificate, document, instrument or 

other writing, whether or not contemplated in the original agreement, document or instrument. 

"Monthly Report" shaH have the meaning given in the LLC Operating Agreement. 

"Mortgage" shall mean the mortgage, deed of trust or other instrument, including any 

amendments or modifications thereto, creating a first or junior lien on or ownership interest in a 

Mortgaged Property. 

"Mortgage Assignment" shall mean, with respect to any Mortgage, an assignment ofthe 

Mortgage, notice of transfer or equivalent instrument in recordable fonn, sufficient under the 

applicable Law of the jurisdiction wherein the related Mortgaged Property is located to reflect 

the assignment and pledge of the Mortgage. 

"Mortgaged Property" shall mean any underlying real property constituting part of the 

Collateral for any Loan, whether held in fee simple estate or subject to a ground lease or 

otherwise, and whether or not improved by buildings or facilities, and any personal property, 

fixtures, leases and other property or rights pertaining thereto. 

"Non-Permitted Holder" shall have the meaning given in Section 2.12(b). 

"Note" shall mean each note or promissory note, lost instrument affidavit, loan 

agreement, shared credit or Loan Participation Agreement, intercreditor agreement, 

10 

emus - CustodIal and l'aylOg AgL'I1Cy Agrc~mcnt 

I>oc~: USl:5 745076v22 
reimbursement agreement, any other evidence ofindebtedness of any kind, or any other 

agreement, document or instrument evidencing a Loan, and all Modifications to the foregoing. 

"Office" shall have the meaning given in Section 6.1 fa). 

"Ownership Entity" shall mean a Single Purpose Entity that is a Subsidiary (as defined 

in the LLC Operating Agreement) of the Company, whether contributed by the Initial Member 

on the Closing Date or fonned or acquired by the Company thereafter; provided that, with 

respect to any entity transferred to the Company on the Closing Date pursuant to the 

Contribution Agreement that is not a Single Purpose Entity as of such date, any such entity shall 

be deemed to be an Ownership Entity; provided, further, that, the Company shall take all 

necessary and appropriate actions to cause such entity to become a Single Purpose Entity as 

promptly as possible after the Closing. 

"Paying Agent" shall mean the Bank, and any successor paying agent that satisfies the 

requirements set forth in Section 1O.l(d) of this Agreement. 

"Permitted Investments" shall mean anyone or more of the following obligations or 

sepurities having at the time of purchase, or at such other time as may be specified, the required 

ratings, if any, provided for in this definition: 

(i) direct obligations of, or guaranteed as to timely payment of 

principal and interest by, the United States of America or any agency or instrumentality 

of the United States of America, the obligations of which are backed by the full faith and 

credit ofthe United States of America; for the avoidance of doubt, this clause (i) shall 

include any debt guaranteed by the FDIC in its corporate capacity; 

(ii) demand and time deposits in or certificates of deposit of, or 

bankers' acceptances issued by, any bank or trust company, savings and loan association 

or savings bank, provided that, in the case of obligations that are not fully FDIC-insured 

deposits, the commercial paper and/or long-term unsecured debt obligations of such 

depository institution or trust company (or in the case of the principal depository 

institution in a holding company system, the commercial paper or long-term unsecured 

debt obligations of such holding company) have an Acceptable Investment Rating; 

(iii) general obligations of or obligations guaranteed by any state of the 

United States or the District of Columbia receiving ratings of not less than the highest 

rating of each Rating Agency rating such obligations; 

(iv) mutual funds in which investments are limited to the obligations 

referred to in clause (i), (ii) or (iii) of this definition; and 

(v) with the prior written consent of the Company, the Note Guarantor 

or the Advance Facility Agent, any other demand, money market or time deposit or other 

obligation, security or investment. 

"Person" shall mean any individual, corporation, partnership (general or limited), limited 

liability company, limited liability partnership, firm, joint venture, association, joint-stock 

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Corus - Custodial and Paying Agency Agreement 

l)ocU: USI:5745D71>vn 
company, trust, estate, unincorporated organization, governmental or regulatory body or other 

entity. 

"Pre-Approved Charges" shall have the meaning given in the Contribution Agreement. 

"Principal Proceeds" shall mean, with respect to any Detennination Date, (i) any and all 

proceeds received as principal payments on the Loans during the immediately preceding Due 

Period, (ii) any and all insurance proceeds and condemnation payments received in respect ofthe 

Loans during the immediately preceding Due Period, (iii) the proceeds from sales or other 

dispositions or refinancings of any or all of the Loans (including Acquired Collateral) net of 

Servicing Expenses incurred in connection with such sale or other disposition or refinancing, (iv) 

the proceeds from sales and financings of interests in any Ownership Entity net of Servicing 

Expenses incurred in connection with such sale or refinancing and (v) all other Loan Proceeds 

that are received during the immediately Preceding Due Period other than those items included in 

Interest Proceeds. 

"Priority of Payments" shall have the meaning given in Section 5.1. 

"Private Owner" shall mean CCV Managing Member, LLC. 

"Pro Rata Percentages" shall have the meaning given in the Advance Facility. 

"Purchase Money Note Guarantor" shall have the meaning given in the preamble. 

"Purchase Money Note Guaranty" shall mean the Guaranty Agreement by and between 

the Purchase Money Note Guarantor and the Receiver dated as of the date hereof 

"Purchase Money Note Register" and "Purchase Money Note Registrar" shall have 

the meanings given in Section 2.7(a}. 

"Purchase Money Note Trigger Event" shall have the meaning given in the 

Reimbursement, Security and Guaranty Agreement. 

"Purchase Money Notes" shall mean, collectively, the Term A Purchase Money Note, 

the Term B Purchase Money Note and the Term C Purchase Money Note. 

"Qualified Institutional Buyer" shall mean a "qualified institutional buyer" as defined 

in Rule 144A under the Securities Act. 

"Qualified Purchaser" shall mean a "qualified purchaser" within the meaning of Section 

3(c)(7) of the Investment Company Act of 1940. 

"Rating Agencies" shall mean each ofStandard and Poor's Ratings Service, a division of 

The McGraw-Hill Companies, Inc., Fitch, Inc., or Moody's Investors Service and such other 

rating agencies as are nationally recognized. 

"Receiver" shall have the meaning given in the recitals. 

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"Record Date" shall mean (i) with respect to the Purchase Money Note(s), the date on 

which the holders of the Purchase Money Note(s) entitled to receive a payment in respect of 

principal or other amounts on the succeeding Distribution Date are determined and (ii) with 

respect to the Advance Facility, the date on which the lender(s) under the Advance Facility 

entitled to receive a payment in respect of principal, interest or other amounts on the succeeding 

Distribution Date are determined, such date as to any Distribution Date being the fifteenth day 

(whether or not a Business Day) prior to the applicable Distribution Date. 

"Recording Office" shall mean the appropriate recording office of the jurisdiction in 

which the Mortgaged Property is located with respect to any given Loan (if such Loan is not 

REO Property) or in which the REO Property is located. 

"Regulation S" shall mean Regulation S under the Securities Act. 

"Regulation S Global Note" shall have the meaning given in Section 2.4(b). 

"Reimbursement, Security and Guaranty Agreement" shall have the meaning given in 

the recitals. 

"Reissued Purchase Money Note" shall have the meaning given in Section 2.8. 

"Related Agreement" shall mean (i) any agreement, document or instrument (other than 

the Note and Collateral Documents) relating to or evidencing any obligation to payor securing 

any Loan (including any equipment lease, letter of credit, bankers' acceptance, draft, system 

confirmation of transaction, loan history, affidavit, general collection information, and 

correspondence and comments relating to any obligation), (ii) any agreement relating to the 

construction, ownership, operation, management, sale or \easing of real property or rights in or to 

any real property (including leases, property or asset management agreements, brokerage 

agreements, service contracts, and concession agreements, license agreements or other 

agreements granting rights of occupancy or use) relatcd specifically only to Collateral or 

Acquired Collateral (or any of them) and (iii) any collection or contingency fee, and tax and 

other service agreements (including those referred to in Section 4.2 of the Contribution 

Agreement) that are specific only to the Loans(or any of them) and that are assignable. 

"REO Deed" shall mean, with respect to each REO Property, the instrument or document 

'required by the law of the jurisdiction in which the REO Property is located to convey fee title. 

"REO Property" shall mean real property to which title is acquired by or on behalf of 

the Company or any Ownership Entity, the Failed Bank or the Receiver by foreclosure, by deed 

in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, in 

any such case, whether before or after the Closing. 

"REO Property Files" shall mean, with respect to each REO Property, to the extent 

applicable, the following: (A) if the related REO Deed has been delivered for recordation, a 

copy thereof (which may be electronic) file-stamped with evidence ofrecording thereon in the 

name of the Applicable Ownership Entity, together with a certificate of the related servicer or the 

foreclosure attorney certifying that such REO Deed is a true, correct and complete copy of the 

original document, or (y) if the related REO Deed has been delivered for recordation but not yet 

13 

Corus - Custodial and Paying Ag~'Tlcy Agreement 

\)ocn: USl:5745076v22 
returned, a copy thereof (which may be electronic) together with a certificate of the servicer or 

the foreclosure attorney certifying that such REO Deed is a true, correct and complete copy of 

the original document, and that the original REO Deed has been delivered to the proper 

recording office for recordation; (B) as applicable, either (x) a copy of each REO Deed (which 

may be electronic) that is intervening between the lender that obtained title to such property 

assets as a result of foreclosure or deed in lieu of foreclosure of a mortgage or deed of trust and 

the Applicable Ownership Entity, with the same certification documentation required in clause 

(A) above, or (y) the original or a copy of the assignment of foreclosure bid between the 

foreclosing lender and the Applicable Ownership Entity with respect to the related REO 

Property, and in the case of a copy, together with a certificate of the servicer or the foreclosure 

attorney certifying that such assignment of foreclosure bid is a true, correct and complete copy of 

the original document, with the same certification documentation required in clause (A) above; 

(C) the original or copy policy of title insurance prior to foreclosure of the related mortgage loan 

accompanied by a title report procured upon foreclosure of the related mortgage loan, with 

respect to the REO Property; and (D) for any REO Property that is subject to a lease, (x) a copy 

of the lease together with a certificate of the servicer certifying that such lease is a true, correct 

and complete copy ofthe original document, and (y) if required by the Advance Facility Agent 

or the Note Guarantor, the original assignment of such lease from the lessor thereunder to the 

Applicable Ownership Entity or a copy thereof together with a certificate ofthe serviccr 

certi fying that such assignment is a true, correct and complete copy of the original document. 

"Restricted Notes" shall mean any Purchase Money Notes issued either in the form of 

Certificated Notes prior to the Purchase Money Note Guarantor's determination in accordance 

with Section 2.4(d) hereof or in the form of beneficial interests in the Rule 144A Global Notes, 

Regulation S Global Notes or Temporary Regulation S Global Notes. 

"Review Procedures" shall have the meaning given in Section 6.1. 

"Rule 144A" shall mean Rule 144A under the Securities Act. 

"Rule 144A Information" shall have the meaning given in Section 2.7(j). 

"Rule 144A Global Note" shall have the meaning given in Section 2.4(c). 

"Securities Act" shall mean the United States Securities Act of 1933, as amended. 

"Servicer" shall mean (i) any Person retained by the Managing Member to service, 

manage or administer any of the Loans or the Collateral, and (ii) any Person retained by any 

Person referred to in clause (i) to service, manage or administer any of the Loans or the 

Collateral. 

"Servicing Agreement" shaH mean, initially, the Servicing Agreement dated as of 

October 16,2009 by and between the Managing Member and Trimont Real Estate Advisors, and 

thereafter, shall include any substantially similar agreement entered into by the Managing 

Member and any new or successor Servicer. 

"Servicing Expenses" shall mean all customary and reasonable out-of-pocket fees, costs, 

expenses and indemnified amounts incurred in connection with servicing the Loans, including (i) 

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Corus Cusludial and l'ayil1g Agency Agreement 

DocN: lISI :;74;076.22 
any and all out-of-pocket fees, costs, expenses and indemnified amounts which a Borrower is 

obligated to pay to any Person or to reimburse to the lender, in either case, pursuant to the 

applicable Note or any other Loan Documents, including Escrow Advances, (ii) any and all 

reasonable out-of-pocket expenses necessary to protect or preserve the value of the Collateral or 

the priority of the Liens and security interests created by the Loan Documents relating thereto, 

including taxes, insurance premiums (including forced place insurance premiums), payment of 

ground rent, the costs ofprevention of waste, repairs and maintenance, foreclosure expenses and 

legal fees and expenses relating to foreclosure or other litigation with respect to the Loans, (iii) 

any and all direct expenses related to the preservation, operation, management and sale of the 

Acquired Collateral (including real estate brokerage fees), (iv) subject to Section 4.6 of the LLC 

Operating Agreement, to the extent not covered by any of clauses (i) through (iii), legal fees and 

expenses (including judgments, settlements and reasonable attorneys fees) incurred by the 

Company in its defense of claims asserted against the Company that relate to one or more Loans 

or the conduct of the Business (as defined in the LLC Operating Agreement) in accordance with 

this Agreement and the Ancillary Documents, and allege, as the basis for such claims, any act or 

omission of the Company (or the Managing Member or the Servicer) but only if (x) such claims 

are decided and there are final nonappealable orders or judgments (unless the Company has 

agreed in writing that no appeal needs be taken) in favor of the Company (or the Managing 

Member or the Servicer) or if decided against the Company (or the Managing Member or the 

Servicer) without any finding of bad faith, gross negligence or willful misconduct on the part of 

any of the foregoing or (y) there is entered into a final settlement of any such claim with the prior 

written consent of the Initial Member, (v) subject to Section 4.6 of the LLC Operating 

Agreement, expenses incurred in accordance with Section 4.5(c) of the Contribution Agreement 

and expenses incurred in connection with any litigation (including any bankruptcy action) 

included in the Obligations (as defined in the Contribution Agreement) and assumed pursuant to 

Section 4.5(a) or (hl or Section 4.6 of the Contribution Agreement and (vi) the costs of 

preparing, negotiating and recording any REO Mortgage (as defined in the Reimbursement, 

Security and Guaranty Agreement), including mortgage recording taxes, and the costs associated 

with the additional documentation required pursuant to Section 8.11 of the Reimbursement, 

Security and Guaranty Agreement, in each case pursuant to Section 8.11 of the Reimbursement, 

Security and Guaranty Agreement; provided, however, that Servicing Expenses shall not include 

any (A) Excluded Expenses or (B) costs of construction or any other costs or expenses to be 

funded using proceeds ofTerm Loans. 

"Servicing Standard" shall have the meaning given in the Operating Agreement. 

"Single Purpose Entity" shall mean a limited liability company that (i) is organized 

under the laws of any state of the United States or the District of Columbia, (ii) the equity of 

which is uncertificated, (iii) has no material assets other than Acquired Collateral, (iv) is not 

engaged in any significant business operations except in connection with its ownership and 

operation of Acquired Collateral and conducted pursuant to the terms of this Agreement and the 

Ancillary Documents, (v) does or causes to be done all things necessary to preserve and keep in 

full force and effect its existence, rights (charter and statutory) and franchises, (vi) at all times 

holds itself out to the public as a legal entity separate from any other Person (including any 

Affiliate), (vii) except as expressly contemplated by this Agreement, the LLC Operating 

Agreement, or by any other Ancillary Documents, docs not commingle its assets with assets of 

any other Person, (viii) conducts its business in its own name and strictly complies with all 

15 

Corus - Custodial and Paying Agency Agreement 

Dud: USt :5745076.22 
organizational formalities to maintain its separate existence, (ix) maintains an ann's length 

relationship with any Affiliate upon terms that are commercially reasonable and on terms no less 

favorable to it than could be obtained in a comparable arm's length transaction with an unrelated 

Person, (x) has no Debt (as defined in the LLC Operating Agreement) other than as expressly 

provided in the Ancillary Documents and (xi) except as otherwise consented to in writing by the 

Initial Member, is a pass-through entity for tax purposes. 

"Subservicer" shall have the meaning given in the Servicing Agreement. 

"Supplemental Delivery Certificate" shall have the meaning given in Section 6.1 (d). 

"Temporary Global Notes Notations" shall have the meaning given in Section 2.4(b). 

"Temporary Regulation S Global Note" shall have the meaning given in Section 2.4(b). 

''Term A Purchase Money Note" shall mean that certain Purchase Money Note, dated 

as of October 16, 2009, with a maturity date of October 25, 2011, issued by the Company to the 

Receiver or any other note executed and delivered upon registration of transfer of, or in exchange 

for, or in lieu of, the Term A Purchase Money Note, including, for the avoidance of doubt, any 

Reissued Purchase Money Note issued in replacement of the Term A Purchase Money Note 

pursuant to Section 2.8. 

"Term B Purchase Money Note" shall mean that certain Purchase Money Note, dated as 

of October 16, 2009, with a maturity date of October 25, 2012, issued by the Company to the 

Receiver or any other note executed and delivered upon registration of transfer of, or in exchange 

for, or in lieu of, the Term B Purchase Money Note, including, for the avoidance of doubt, any 

Reissued Purchase Money Note issued in replacement of the Term B Purchase Money Note 

pursuant to Section 2.8. 

"Term C Purchase Money Note" shall mean that certain Purchase Money Note, dated 

as of October 16, 2009, with a maturity date of October 25,2013, issued by the Company to the 

Receiver or any other note executed and delivered upon registration of transfer of, or in exchange 

for, or in lieu of, the Term C Purchase Money Note, including, for the avoidance of doubt, any 

Reissued Purchase Money Note issued in replacement of the Term C Purchase Money Note 

pursuant to Section 2.8. 

"Term Loans" shaH have the meaning given in the Advance Facility. 

"Term Note A Maturity Date" shall mean "Maturity Date" as defined in the Term A 

Purchase Money Note. 

"Term Note B Maturity Date" shall mean "Maturity Date" as defined in the Term B 

Purchase Money Note. 

"Term Note C Maturity Date" shall mean "Maturity Date" as defined in the Term C 

Purchase Money Note. 

"Transferee Certificate" shaII have the meaning given in Section 2.7(h). 

16 eorus - Custouial anu Paying Agency Agrccmmt 


DocN: US\:s74S076vn 

"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in 

any applicable jurisdiction, as amended from time to time. 

"Unpaid Principal Balance" shall mean, at any time, (a) when used in connection with 

multiple Loans, an amount equal to the aggregate then outstanding principal balance of such 

Loans, and (b) when used with respect to a single Loan, an amount equal to the then outstanding 

principal balance of such Loan; provided, however, that: 

(i) with respect to any Loan Participation (and any related Acquired Collateral), the 

Unpaid Principal Balance of such Loan Participation shall include only the Company's allocable 

share thereof in accordance with the applicable Loan Participation Agreement; 

(ii) with respect to any Acquired Collateral that is included among the Loans on the 

Closing Date, the Unpaid Principal Balance of such Acquired Collateral shall initially be the 

amount set forth on the Cut-Off Date Loan Schedule (as defined in the LLC Interest Sale 

Agreement), adjusted as of the Closing Date to its Adjusted Unpaid Principal Balance (as 

defined in the Contribution Agreement), and thereafter determined in the same manner as all 

other Acquired Collateral; 

(iii) in the case of a Loan for which some or all of the related Collateral has been 

converted to Acquired Collateral (including REO Property), until such time as the Acquired 

Collateral (or any portion thereof) is liquidated, the unpaid principal balance of such Loan shall 

be deemed to equal the amount of the unpaid principal balance of such Loan (adjusted pro rata 

for debt forgiveness or retained indebtedness) at the time at which such Loan was converted to 

Acquired Collateral, less the net proceeds of any sales of any portions of the Acquired Collateral 

effective after such conversion; and 

(iv) the Unpaid Principal Balance with respect to any Acquired Collateral will be 

increased by the amount of (A) any Term Loan applied with respect thereto in accordance with 

the Advance Facility, (B) any Servicing Expenses capitalized thereto in accordance with 

applicable Law to the extent that capitalizing such Servicing Expenses would have been 

permitted under the applicable Loan Documents prior to the conversion of the Loan to Acquired 

Collateral and (C) Excess Working Capital Advances used for the purposes for which the 

proceeds ofTerm Loans may be used under the Advance Facility. 

"Unrestricted Notes" shall have the meaning given in Section 2.4(d). 

"U.s. Person" shall have the meaning specified in Regulation S. 

"Verification Contractor" shall mean (i) any person retained by the Advance Facility 

Agent to administer the Advance Facility, and (ii) any Person retained by any Person referred to 

in clause (i) to administer the Advance Facility. 

"Working Capital Advances" shall mean the proceeds of any Working Capital Loan. 

"Working Capital Loans" shall have the meaning given in the Advance Facility. 

17 

Corus Cuslodial and Paying Agency Agreemenl 

I)(KH: USI :5745076v22 
Section l.2 Rules ofConstruction. This Agreement shall be construed and interpreted 

in accordance with the following: 

(a) References to "Affiliates" include only other Persons which from time to time 

constitute "Affiliates" of such specified Person, and do not include, at any particular time, other 

Persons that may have been, but at such time have ceased to be, "Affiliates" of such specified 

Person, except to the extent that any such reference specifically provides otherwise. 

(b) The term "or" is not exclusive. 

(c) A reference to a law includes any amendment, modification or replacement to 

such law. 

(d) References to any document, instrument or agreement (a) shall be deemed to 

include all appendices, exhibits, schedules and other attachments thereto and all documents, 

instruments or agreements issued or executed in replacement thereof, and (b) shall mean such 

document, instrument or agreement, or replacement thereto, as amended, modified and 

supplemented from time to time in accordance with its terms and as the same is in effect at any 

given time. 

(e) Unless otherwise specified, the words "hereof," "herein" and "hereunder" and 

words of similar import shall refer to this Agreement as a whole and not to any particular 

provision of this Agreement. 

(f) The words "include" and "including" and words ofsimilar import are not 

limiting, and shall be construed to be followed by the words "without limitation," whether or not 

they are in fact followed by such words. 

(g) The word "during" when used with respect to a period of time shall be construed 

to mean commencing at the beginning of such period and continuing until the end of such period. 

(h) Unless the context otherwise requires, singular nouns and pronouns when used 

herein shall be deemed to include the plural and vice versa and impersonal pronouns shall be 

deemed to include the personal pronoun of the appropriate gender. 

ARTICLE II 

PAYING AGENT AND PURCHASE MONEY NOTES 

Section 2.1 Appointment of Paying Agent. Subject to the terms and conditions of this 

Agreement, the Company hereby appoints the Bank to perform the duties of Paying Agent 

specifically set forth hereunder, and the Bank hereby accepts such appointment. 

Section 2.2 Delivery of Documentation. Executed counterparts of the Purchase 

Money Notes, the Purchase Money Note Guaranty, the Advance Facility, the Reimbursement, 

Security and Guaranty Agreement and the Account Control Agreement (the "Debt 

Agreements") have been delivered to the Paying Agent and the Paying Agent acknowledges 

receipt thereof. The Company agrees to deliver to the Paying Agent each of the Debt 

Agreements which is executed and delivered by it, or executed by the Advance Facility Agent, 

18 

Corus - Custodial and Paying Agency Agreement 

Docn: USl:5745D7bv22 
the Purchase Money Note Guarantor or the Collateral Agent and delivered to it, subsequent to 

the date of this Agreement promptly upon execution and delivery and to deliver each instrument 

amending or modifying any agreement previously delivered to the Paying Agent. Copies of the 

Contribution Agreement and the LLC Operating Agreement (or portions thereof) as are 

necessary for the Paying Agent to be familiar with in order to perform its obligations hereunder 

have been delivered to the Paying Agent by the Company, and the Paying Agent acknowledges 

receipt thereof. 

Section 2.3 Duties. The Paying Agent shall have no duties other than those 

specifically set forth or provided for in this Agreement and each Debt Agreement to which it is a 

party and no implied covenants or obligations of the Paying Agent shall be read into this 

Agreement or any Debt Agreement or any related agreement to which it is a party. The Paying 

Agent shall have no obligation to inquire whether any request, instruction, certificate, direction, 

receipt, demand, consent, resolution, statement, instrument, opinion, report, notice, document, 

communication, statement or calculation is in conformity with the terms of the agreement 

pursuant to which it is given, except those irregularities or errors manifestly apparent on the face 

of such document or actually known to the Paying Agent. If, however, any remittance or 

communication received by the Paying Agent appears manifestly erroneous or irregular, the 

Paying Agent shall endeavor to make prompt inquiry to the Person originating such remittance or 

communication in order to determine whether a clerical error or inadvertent mistake has 

occurred. 

Section 2.4 Forms of Purchase Money Note. 

(a) Forms Generally. The fonn of the Purchase Money Notes shall be as set forth in 

the applicable portion of Exhibit J hereto. The Purchase Money Notes may have notations, 

legends or endorsements required by law, stock exchange rule or usage. Any Purchase Money 

Note issued shall be initially sold to the Receiver and may be initially issued in the foml of one 

or more (i) certificated notes in definitive, fully registered form without interest coupons 

substantially in the form of Exhibit J-l attached hereto (each, a "Certificated Note"), which 

shall be registered in the name of the owner or nominee thereof, duly executed by the Company 

as herein provided or (ii) a temporary or permanent (as applicable) global note in definitive, fully 

registered foml without interest coupons substantially in the form of Exhibit 1-2 attached hereto 

(each, a "Global Note"), which (x) shall be registered in the name of the Depository for such 

Global Note or Global Notes or the nominee of such Depository and (y) shall be held by the 

Paying Agent as custodian for the Depository unless the Depository instructs otherwise. 

(b) Regulation S Global Notes. Subject to Section 2.4(d) below, if a Purchase Money 

Note is deemed to be initially sold outside the United States to non-U.S. Persons in accordance 

with Regulation S, and the purchasers of such Purchase Money Note wish to take delivery of 

such Purchase Money Note in the form of beneficial interests in a Global Note, those purchasers 

shall receive beneficial interests in one or more temporary Global Notes in definitive, fully 

registered foml without interest coupons, substantially in the form of Exhibit J-2 attached hereto 

(each, a "Temporary Regulation S Global Note"), which shall bear the following legend and 

other notations necessary for such temporary global notes (collectively, the "Temporary Global 

Notes Notations"): 

19 emus - Custodial and Paying Agency Agrcemcnt 

Doc~: USI :S74S07bv22 
THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR 

PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT 

OF 1933, AS AMENDED, WHICH IS EXCHANGEABLE FOR A PERMANENT 

GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH 

HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT 

REFERRED TO HEREIN. 

On or after the 40th day after [ )I, interests in this Temporary Regulation 

S Global Note may be exchanged (free of charge) for beneficial interests in a permanent 

Regulation S Global Note. The permanent Regulation S Global Note shall be so issued 

and delivered in exchange for only that portion of this Temporary Regulation S Global 

Note in respect of which there shall have been presented to the Depository by Euroclear 

or Clearstream a certification to the effect that it has received from or in respect of a 

person entitled to a beneficial interest (as shown by its records) a certification that the 

beneficial interests in such Temporary Regulation S Global Note are owned by persons 

who are not U.S. Persons. 

On an exchange of the whole ofthis Temporary Regulation S Global Note, this 

Temporary Regulation S Global Note shall be surrendered to the Depository at its office. 

On an exchange of only part of this Temporary Regulation S Global Note, details of such 

exchange shall be entered by or on behalf of the Company in Schedule A hereto. If, 

following the issue ofa permanent Regulation S Global Note in exchange for some of the 

Purchase Money Notes represented by this Temporary Regulation S Global Note, further 

Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange 

may be effected, without the issue of a new permanent Regulation S Global Note, by the 

Company or the Depository endorsing Schedule A of the permanent Regulation S Global 

Note previously issued to reflect an increase in the aggregate principal amount ofsuch 

permanent Regulation S Global Note by an amount equal to the aggregate principal 

amount of additional Purchase Money Notes to be exchanged. 

On or after the first Business Day following the 40th day after such initial sale of such 

Purchase Money Note (the "Exchange Date"), upon certification that the beneficial interests in 

such Temporary Regulation S Global Note are owned by Persons who are not U.S. Persons, such 

Temporary Regulation S Global Note shall be exchanged for one or more permanent Global 

Notes of like aggregate principal amount in definitive, fully registered form without interest 

coupons, substantially in the form of Exhibit J-2 attached hereto (each, a "Regulation S Global 

Note"), which shall not bear the Temporary Global Notes Notations. 

(c) Rule 144A Global Notes. Subject to Section 2.4(d) below, if a Purchase Money 

Note is deemed to be initially sold to any U.S. Person that is a Qualified Institutional Buyer and a 

Qualified Purchaser and the purchasers of such Purchase Money Note wish to take delivery of 

such Purchase Money Note in the form of beneficial interests in a GlobaI'Note, those purchasers 

shall receive beneficial interests in one or more temporary Global Notes in definitive, fully 

registered form without interest coupons, substantially in the form of Exhibit J-2 attached hereto, 

I Insert the date of initial sale of the Purchase Money Notes under Regulation S. 

20 

Corus - Custodial and Paying Agency Agreement 

l>o<:U. USI :5745076\'22 
which shall be registered in the name ofthe owner or nominee thereof, duly executed by the 

Company as set forth herein (each, a "Rule 144A Global Note"). 

(d) If at any time the Purchase Money Note Guarantor determines that the Purchase 

Money Notes are exempt from the registration requirements ofthe Securities Act (the 

"Unrestricted Notes"), then (i) ifsuch determination occurred prior to the issuance of such 

Purchase Money Note, such Purchase Money Note shall be issued in the form of an Unrestricted 

Note which shall be substantially in the form ofthe relevant portion ofExhibit J attached hereto 

and (ii) if such determination occurred after the issuance ofsuch Purchase Money Note and such 

Purchase Money Note is represented by a Restricted Note, than such Restricted Note shall 

become exchangeable for one or more Unrestricted Notes. 

(e) OlD Legend. To the extent required by Sections 1272, 1273 and 1275 of the 

Code, and any regulations issued regarding such elections, each Purchase Money Note treated as 

issued at a discount to its stated redemption price at maturity for federal income tax purposes 

shall bear a legend in substantially the following form: 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL 

REVENUE CODE OF 1986, AS AMENDED, THIS PURCHASE MONEY NOTE IS 

BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE 

FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH STREET, N.W., 

ROOM F-7026, WASHINGTON, D.C. 20429, ATTENTlON: TIMOTHY A. KRUSE, 

AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND THE YIELD 

TO MATURITY OF THIS PURCHASE MONEY NOTE. 

Section 2.5 Authorized Amount; Stated Maturity; Denominations; Prepayment. 

(a) The aggregate face amount ofPurchase Money Notes that may be executed and 

delivered under this Agreement is limited to U.S.$1,377,351 ,000 in total except for Purchase 

Money Notes executed and delivered upon registration of transfer of, or in exchange for. or in 

lieu of, other Purchase Money Notes pursuant to Section 2.7. 2.8 or 2.9 of this Agreement. 

(b) The Purchase Money Notes shall be issuable in minimum denominations of 

U.S.$500,000 and integral multiples ofU.S.$I,OOO in excess thereof (each such denomination, 

an "Authorized Denomination"). Any interest in a Purchase Money Note equal to or in excess 

of the applicable minimum denomination at the time of the issuance thereof which ceases or fails 

to be such minimum or multiple as a result of the repayment of principal may be transferred in its 

entirety. 

(c) The Company shall not prepay all or any portion of any Purchase Money Note 

without the prior written consent of the Purchase Money Note Guarantor. 

Section 2.6 Execution, Delivery and Dating. 

(a) The Purchase Money Notes shall be executed on behalf of the Company by one of 

the Authorized Representatives of the Company. The signature of such Authorized 

Representative on the Purchase Money Notes may be manual or facsimile. 

21 

Corus --- Custodial and Paying Agency Agreement 

Doc#: USl-S74S016v22 
(b) Purchase Money Notes bearing the manual or facsimile signatures of individuals 

who were at any time the Authorized Representative ofthe Company shall bind the Company, 

notwithstanding the fact that such individuals or any ofthem have ceased to hold such offices 

prior to the execution and delivery of such Purchase Money Notes or did not hold such offices at 

the date of issuance ofsuch Purchase Money Notes. 

(c) Each Purchase Money Note executed and delivered by the Company or the 

Paying Agent on the Closing Date shall be dated as of the Closing Date. All other Purchase 

Money Notes that are executed and delivered after the Closing Date for any other purpose under 

this Agreement shall be dated the date of their execution. 

(d) Purchase Money Notes issued upon transfer, exchange or replacement of other 

Purchase Money Notes shall be issued in Authorized Denominations reflecting the original 

aggregate principal or face amount of the Purchase Money Notes so transferred, exchanged or 

replaced, but shall represent only the current outstanding principal or face amount of the 

Purchase Money Notes so transferred, exchanged or replaced. In the event that any Purchase 

Money Note is divided into more than one Purchase Money Note in accordance with this Article 

n, the original principal or face amount of such Purchase Money Note shall be proportionately 

divided among the Purchase Money Notes delivered in exchange therefor and shall be deemed to 

be the original aggregate principal or face amount of such subsequently issued Purchase Money 

Notes. 

Section 2.7 Registration, Registration of Transfer and Exchange. 

(a) The Company shall cause to be kept a register (the "Purchase Money Note 

Register") in which, subject to such reasonable regulations as it may prescribe, the Company 

shall provide for the registration, and the registration oftransfers, of Purchase Money Notes. 

The Paying Agent is hereby initially appointed "Purchase Money Note Registrar" for the 

purpose of registering Purchase Money Notes and transfers of such Purchase Money Notes as 

herein provided. Upon any resignation or removal of the Purchase Money Note Registrar, the 

Company shall promptly appoint a successor. 

(b) If a Person other than the Paying Agent is appointed by the Company as Purchase 

Money Note Registrar, the Company will give the Paying Agent prompt notice of the 

appointment of a Purchase Money Note Registrar and of the location, and any change in the 

location, of the Purchase Money Note Registrar, and the Paying Agent shall have the right to 

inspect the Purchase Money Note Register at all reasonable times and to obtain copies thereof 

and the Paying Agent shall have the right to rely upon a certificate executed on behalf of the 

Purchase Money Note Registrar by an officer thereof as to the names and addresses of the 

Holders of the Purchase Money Notes and the principal or face amounts and numbers of such 

Purchase Money Notes. Upon written request at any time, the Purchase Money Note Registrar 

promptly shall provide to the Company, the Collateral Agent or the Advance Facility Agent a 

current list of Holders as reflected in the Purchase Money Note Register. 

(c) Subject to this Section 2.7, upon surrender to the Purchase Money Note Registrar 

for registration of transfer of any Purchase Money Note, .the Purchase Money Note Registrar 

shall prepare and the Company shall execute and deliver, in the name of the designated 

22 

Corus - ('usl(ldi~ I and Paying Agency Agrcemenl 

!)ocN: US1:S74S076v22 
transferee or transferees, one or more new Purchase Money Notes of any Authorized 

Denomination and of like terms and a like aggregate principal or face amount. The Company 

shall furnish a copy of the executed Purchase Money Note to the Purchase Money Note 

Registrar. 

(d) At the option of a Holder, a Purchase Money Note may be exchanged for 

Purchase Money Notes of like terms, in any Authorized Denominations and oflike aggregate 

principal or face amount upon surrender of the Purchase Money Note to be exchanged at such 

office or agency. Whenever any Purchase Money Note is surrendered to the Purchase Money 

Note Registrar for exchange, the Purchase Money Note Registrar shall prepare, and the 

Company shall execute and deliver the Purchase Money Notes that the Holder making the 

exchange is entitled to receive, and shall deliver a copy ofsuch executed Purchase Money Note 

to the Purchase Money Note Registrar. 

(e) All Purchase Money Notes issued upon any registration of transfer or exchange of 

such Purchase Money Notes shall be the valid obligations of the Company, evidencing the same 

debt (to the extent they evidence debt), and entitled to the same benefits under this Agreement, as 

the Purchase Money Notes surrendered upon such registration of transfer or exchange. 

(f) Every Purchase Money Note presented or surrendered for registration of transfer 

or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in 

form satisfactory to the Company and the Purchase Money Note Registrar duly executed by the 

Holder thereof or his attorney duly authorized in writing. 

(g) No service charge shall be made to a Holder for any registration of transfer or 

exchange of Purchase Money Notes, but the Company or the Paying Agent may require payment 

of a sum sufficient to cover any tax or other governmental charge payable in connection 

therewith. 

(b) No Purchase Money Note may be sold or transferred (including, without 

limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the 

registration requirements of the Securities Act, would not require the registration of the 

Company under the Investment Company Act, would not cause the Company to become a 

"publicly traded partnership" (as such term is defined in Section 7704 of the Code) and is exempt 

under applicable state or foreign securities laws. 

The Restricted Notes may only be sold or resold, as the case may be, (i) outside 

the United States to non-U.S. Persons in accordance with Regulation S under the Securities Act, 

(ii) within the United States and to U.S. Persons that are both (A) Qualified Institutional Buyers 

and (8) Qualified Purchasers or (iii) pursuant to another applicable exemption from the 

registration requirements of the Securities Act. Unrestricted Notes may only be sold or resold, as 

the case may be, to persons who are Qualified Purchasers. 

The Paying Agent shall require, prior to any sale or other transfer of a Restricted 

Note, that the Holder's prospective transferee deliver to the Paying Agent and the Company a 

certificate relating to such transfer in the foml of the applicable portion of Exhibit K attached 

23 emus - Custodial and Paying Agency Agreement 

J)uc#: US) :S745076v22 
hereto or such other form as may be acceptable to the Paying Agent and counsel to the Company 

(each, a "Transferee Certificate"). 

(i) The Paying Agent shall be entitled to rely conclusively on any Transferee 

Certificate and shall be entitled to presume conclusively the continuing accuracy thereof from 

time to time, in each case without further inquiry or investigation. 

(j) At any time when the Company is not subject to Section 13 or lS(d) of the 

Exchange Act or is exempt from reporting requirements pursuant to Rule 12g3-2(b) thereunder, 

upon the request of any Holder, the Paying Agent, on behalf ofthe Company, shall promptly 

furnish to such Holder or to a prospective purchaser of any Purchase Money Note designated by 

such Holder the information required to be delivered to Holders pursuant to Rule 144A(d)(4) 

under the Securities Act ("Rule 144A Information") (as determined by the Company in its sole 

discretion) in order to permit compliance by such Holder with Rule 144A in connection with the 

resale of such Purchase Money Note by such Holder. Upon request by the Company, the Paying 

Agent shall cooperate with the Company in mailing or otherwise distributing (at the Company's 

expense) to such Holders or prospective purchasers, at and pursuant to the Company's written 

direction, the foregoing materials prepared and provided by the Company; provided that the 

Paying Agent shall be entitled to affix thereto or enclose therewith such disclaimers as the 

Paying Agent shall deem reasonably appropriate, at its discretion (such as, for example, a 

disclaimer that such Rule 144A Infonnation was assembled by the Company and not by the 

Paying Agent, that the Paying Agent has not reviewed or verified the accuracy thereof and that it 

makes no representation as to the sufficiency of such information under Rule 144A or for any 

other purpose). 

(k) So long as any Certificated Note which is also a Restricted Note remains 

outstanding, transfers and exchanges ofsuch Certificated Note, in whole or in part, shall only be 

made in accordance with this Section 2.7(k) and Section 2.7(1). So long as any Global Note 

which is also a Restricted Note remains outstanding and is held by or on behalf of the 

Depository, transfers and exchanges ofsuch Global Note, in whole or in part, shall only be made 

in accordance with this Section 2.7(k) and Section 2.7(1). For the avoidance of doubt, this 

Section 2.7(k) and Section 2.7(1) shall not apply to Certificated Notes and Global Notes which 

are also Unrestricted Notes, the transfer of which shall be governed by Section 2.7(m). 

(i) Rule 144A Global Notes to Temporary Regulation S Global Notes 

or Regulation S Global Notes. If a Holder of a beneficial interest in a Rule 144A Global 

Note deposited with the Depository wishes at any time to exchange such Rule 144A 

Global Note for an interest in the corresponding Temporary Regulation S Global Note or 

Regulation S Global Note, or to transfer such interest in such Rule 144A Global Note to a 

Person who wishes to take delivery thereof in the form of an interest in the corresponding 

Temporary Regulation S Global Note or Regulation S Global Note, such Holder, 

provided that such Holder or, in the case of a transfer, the transferee is not a U.S. Person, 

subject to the rules and procedures ofthe Depository, may exchange or transfer, or cause 

the exchange or transfer of, such interest for an equivalent beneficial interest in the 

corresponding Temporary Regulation S Global Note or Regulation S Global Note. Upon 

receipt by the Purchase Money Note Registrar of (A) instructions given in accordance 

with the Depository's procedures from an Agent Member directing the Purchase Money 

24 

C:orus - Custodial and raying AgL"Iley Agreement 

nod: USI :5745076v22 
Note Registrar to credit or cause to be credited a beneficial interest in the corresponding 

Temporary Regulation S Global Note or Regulation S Global Note, but not less than the 

Authorized Denomination applicable to such Holder's Purchase Money Notes, in an 

amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or 

transferred, (B) a written order, in accordance with the Depository's procedures, 

containing information regarding the participant account of the Depository and the 

Euroclear or Clearstream account to be credited with such increase, (C) a certificate in 

the form of Exhibit K-l attached hereto given by the Holder of such beneficial interest 

stating that the exchange or transfer of such note has been made in compliance with the 

transfer restrictions applicable to the Global Notes, including that the Holder or the 

transferee, as applicable, is not a U.S. Person, and that such transfer has been made 

pursuant to and in accordance with Regulation S and (D) in the case of a transfer, a 

certificate in the form of Exhibit K-5 attached hereto given by the proposed transferee 

stating that it is not a U.S. Person, then the Purchase Money Note Registrar shall approve 

the instruction at the Depository to reduce the principal amount of the Rule 144A Global 

Note and to increase the principal amount of the Temporary Regulation S Global Note or 

Regulation S Global Note, as the case may be, by the outstanding principal amount of 

the beneficial interest in the Rule 144A Global Note to be transferred or exchanged and 

to credit or cause to be credited to the securities account of the Person specified in sueh 

instructions a beneficial interest in the corresponding Temporary Regulation S Global 

Note or Regulation S Global Note equal to the reduction in the principal amount of the 

Rule 144A Global Note. 

(ii) Temporary Regulation S Global Note or Regulation S Global Note 

to Rule 144A Global Note. If a Holder of a beneficial interest in a Temporary Regulation 

S Global Note or Regulation S Global Note deposited with the Depository wishes at any 

time ~o exchange its interest in such Temporary Regulation S Global Note or Regulation 

S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer 

its interest in such Temporary Regulation S Global Note or Regulation S Global Note to a 

Person who wishes to take delivery thereof in the form of an interest in the corresponding 

Rule 144A Global Note, such Holder, subject to the rules' and procedures of Euroclear, 

Clearstream and/or the Depository, as the case may be, may exchange or transfer, or 

cause the exchange or transfer of such interest for an equivalent beneficial interest in the 

corresponding Rule 144A Global Note. Upon receipt by the Purchase Money Note 

Registrar of(A) instructions from Euroclear, Clearstream and/or the Depository, as the 

case may be, directing the Purchase Money Note Registrar to cause to be credited a 

beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the 

beneficial interest in such Temporary Regulation S Global Note or Regulation S Global 

Note, but not less than the Authorized Denomination applicable to such Holder's 

Purchase Money Notes, to be exchanged or transferred, such instructions to contain 

information regarding the participant account with the Depository to be credited with 

such increase, (B) a certificate in the foml of Exhibit K-2 attached hereto given by the 

Holder of such beneficial interest and stating, among other things, that, in the case of an 

exchange, the Holder is a Qualified Institutional Buyer and is also a Qualified Purchaser 

or, in the case of a transfer, the Person transferring such interest in such Temporary 

Regulation S Global Note or Regulation S Global Note reasonably believes that the 

Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional 

25 

Curus .- Custodial and Paying Agency Agreement 

Dod: tJSI5745076vn 
Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of 

Rule 144A and in accordance with any applicable securities laws of any state of the 

United States or any other jurisdiction and is also a Qualified Purchaser and (C) in the 

case of a transfer, a certificate in the form of Exhibit K-3 attached hereto given by the 

proposed transferee stating that it is a Qualified Institutional Buyer and a Qualified 

Purchaser, then the Purchase Money Note Registrar shall instruct the Depository to 

reduce, or cause to be reduced, the principal amount of the Temporary Regulation S 

Global Note or Regulation S Global Note by the aggregate principal amount of the 

beneficial interest in the Temporary Regulation S Global Note or Regulation S Global 

Note to be transferred or exchanged and the Purchase Money Note Registrar shall 

approve the instruction at the Depository, concurrently with such reduction, to credit or 

cause to be credited to the securities account of the Person specified in such instructions a 

beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in 

the outstanding principal amount of the Temporary Regulation S Global Note or 

Regulation S Global Note. 

(iii) Rule 144A Global Note to Certificated Note. Ifa Holder ofa 

beneficial interest in a Rule 144A Global Note wishes at any time to transfer its interest 

in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the 

form of a Certificated Note, such Holder may, subject to the rules and procedures ofthe 

Depository, transfer or cause the transfer of such interest for an equivalent principal 

amount of one or more such Certificated Notes as described below. Upon receipt by the 

Purchase Money Note Registrar of (A) instructions given in accordance with the 

Depository's procedures from an Agent Member directing the Paying Agent to deliver 

one or more such Certificated Notes, designating the registered name or names, address, 

payment instructions, and principal amounts ofthe Certificated Notes to be executed and 

delivered (the aggregate outstanding principal amounts of such Certificated Notes being 

equal to the outstanding principal amount of the Rule 144A Global Note to be 

transferred), in Authorized Denominations and (B) a certificate in the foml of Exhibit K1. hereto given by the transferee of such beneficial interest, then the Purchase Money 

Note Registrar shall instruct the Depository to reduce, or cause to be reduced, the 

applicable Rule 144A Global Note by the aggregate principal amount of the beneficial 

interest in such Rule 144A Global Note to be transferred and the Purchase Money Note 

Registrar shall record the transfer in the Purchase Money Note Register in accordance 

with Section 2.7(a) and authenticate and deliver one or more Certificated Notes registered 

in the names specified in the certificate described in clause (B) above in principal 

amounts designated by the transferee (the aggregate of such amounts being equal to the 

beneficial interest in the Rule 144A Global Notes to be transferred) and in Authorized 

Denominations. 

If a Holder of a beneficial interest in a Rule l44A Global Note wishes at 

any time to exchange such interest in a Rule 144A Global Note for one or more 

Certi ficated Notes, such Holder may exchange or cause the exchange of such interest for 

an equivalent principal amount of one or more such Certificated Notes as provided 

below. Upon receipt by the Purchase Money Note Registrar of (A) instructions given in 

accordance with the Depository's procedures from an Agent Member directing the 

Paying Agent to deliver one or more Certificated Notes, (B) a certificate in the form of 

26 

('orus - Custodial and I'aying Agency Agreement 

!)()CU: USI·S745076v22 
Exhibit K-4 hereto given by the Holder of such beneficial interest and (C) written 

instructions from such Holder designating the registered name or names, address and 

payment instructions of such Holder and principal amounts of the applicable Certificated 

Notes to be executed and delivered to such Holder (the aggregate outstanding principal 

amounts of such Certificated Notes being the same as the beneficial interest in the Rule 

144A Global Note to be exchanged), then the Purchase Money Note Registrar shall 

instruct the Depository to reduce the Rule 144A Global Note by the outstanding principal 

amount ofthe beneficial interest in the Rule 144A Global Note to be exchanged, shall 

record the exchange in the Purchase Money Note Register in accordance with Section 

2.7(a) and authenticate and deliver one or more Certificated Notes registered as specified 

in the instructions described in clause (A) above, in Authorized Denominations. 

(iv) Temporary Regulation S Global Note or Regulation S Global Note 

to Certificated Note. If a Holder of a beneficial interest in a Temporary Regulation S 

Global Note or Regulation S Global Note wishes at any time to transfer its interest in 

such Temporary Regulation S Global Note or Regulation S Global Note to a Person who 

wishes to take delivery thereof in the form of a Certificated Note, such Holder may, 

subject to the rules and procedures of Euroclear and/or Clearstream, as the case may be, 

transfer or cause the transfer of such interest for an equivalent principal amount of one or 

more such Certificated Notes as described below. Upon receipt by the Purchase Money 

Note Registrar of (A) instructions from Euroclear and/or Clearstream, as the case may be, 

directing the Paying Agent to deliver one or more such Certificated Notes, designating 

the registered name or names, address, payment instructions, the principal amounts of the 

Certificated Notes to be executed and delivered (the aggregate outstanding principal 

amounts of such Certificated Notes being equal to the outstanding principal amount of 

the Temporary Regulation S Global Note or Regulation S Global Note to be transferred), 

in Authorized Denominations and, (B) a certificate in the form of Exhibit K-4 hereto 

given by the transferee of such beneficial interest, then the Purchase Money Note 

Registrar shall instruct the Depository to reduce, or cause to be reduced, the 

corresponding Temporary Regulation S Global Note or Regulation S Global Note by the 

aggregate principal amount of the beneficial interest in such Temporary Regulation S 

Global Note or Regulation S Global Note to be transferred and the Purchase Money Note 

Registrar shaH record the transfer in the Purchase Money Note Register in accordance 

with Section 2.7(a) and authenticate and deliver one or more Certificated Notes registered 

in the names specified in the certificate described in clause (B) above in principal 

amounts designated by the transferee (the aggregate of such amounts being equal to the 

beneficial interest in the Temporary Regulation S Global Note or Regulation S Global 

Notes to be transferred) and in Authorized Denominations. 

If a Holder of a beneficial interest in a Tcmporary Regulation S Global 

Note or Regulation S Global Note wishes at any time to exchange such interest in a 

Temporary Regulation S Global Note or Regulation S Global Note for one or more 

Certificated Notes, such Holder may exchange or cause the exchange of such interest for 

an equivalent beneficial interest in one or more such Certificated Notes as provided 

below. Upon receipt by the Purchase Money Note Registrar of (A) instructions from 

Euroclear and/or Clearstream, as the case may be, directing the Paying Agent to deliver 

one or more Certificated Notes, (B) a certificate in the form of Exhibit K-4 hereto given 

27 eorus - Custodial and Paying Agency Agreement 

DOtN. lJSI·S74S07bv22 
by the Holder of such beneficial interest and (C) written instructions from such Holder 

designating the registered name or names, address and payment instructions of such 

Holder and the principal amounts of the applicable Certificated Notes to be executed and 

delivered to such Holder (the aggregate outstanding principal amounts of such 

Certificated Notes being the same as the beneficial interest in the Temporary Regulation 

S Global Note or Regulation S Global Note to be exchanged), then the Purchase Money 

Note Registrar shall instruct the Depository to reduce the Temporary Regulation S Global 

Note or Regulation S Global Note by the aggregate principal amount of the beneficial 

interest in the Temporary Regulation S Global Note or Regulation S Global Note to be 

exchanged, shall record the exchange in the Purchase Money Note Register in accordance 

with Section 2.7(a) and authenticate and deliver one or more Certificated Notes registered 

as specified in the instructions described in clause (A) above, in Authorized 

Denominations. 

(I) So long as a Certificated Note which is also a Restricted Note remains 

outstanding, transfers of such Certificated Note, in whole or in part, shall only be made in 

accordance with this Section 2.7(1). For the avoidance of doubt, this Section 2.7(1) shall not 

apply to any Certificated Note which is also an Unrestricted Note, the transfer of which shall be 

governed by Section 2.7Cm). 

(i) Certificated Note to Temporary Regulation S Global Note or 

Regulation S Global Note. If a Holder of a Purchase Money Note represented by a 

Certificated Note wishes to exchange such Certificated Note for an interest in the 

corresponding Temporary Regulation S Global Note or Regulation S Global Note, or to 

transfer such Certificated Note to a Person who wishes to take delivery thereof in the 

form of an interest in the corresponding Temporary Regulation S Global Note or 

Regulation S Global Note, such Holder may exchange or transfer, or cause the exchange 

or transfer of, such Purchase Money Note for an equivalent beneficial interest in the 

corresponding Temporary Regulation S Global Note or Regulation S Global Note, 

provided that such proposed transferee or the Person requesting such exchange, as 

applicable, is not a U.S. person. Upon receipt by the Purchase Money Note Registrar of 

(A) such Certificated Note properly endorsed for such transfer, and written instructions 

from such Holder directing the Purchase Money Note Registrar to cause to be credited a 

beneficial interest in the Temporary Regulation S Global Note or Regulation S Global 

Note in an amount equal to the principal amount of such Certificated Note, (B) a written 

order containing information regarding the Euroc1ear or Clearstream account to be 

credited with such increase, (C) a certificate in the form of Exhibit K-7 hereto, given by 

the Holder of such Certificated Note stating that the exchange or transfer of such interest 

has been made in compliance with the transfer restrictions applicable to the Temporary 

Regulation S Global Note or Regulation S Global Note, including that the proposed 

transferee or the Person requesting such exchange, as the case may be, is not a U.S. 

Person and that the proposed transfer is being made pursuant to and in accordance with 

Regulation S and (D) in the case of a transfer, a certificate in the form of Exhibit K-5 

hereto given by the proposed transferee stating that it is not a U.S. person, the Purchase 

Money Note Registrar shall cancel such Certificated Note in accordance with Section 

2.16, record the transfer in the Purchase Money Note Register in accordance with Section 

2.7(a) and instruct the Depository to increase the principal amount of the Temporary 

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DocU' USI :5745076v22 
Regulation S Global Note or Regulation S Global Note by the aggregate principal amount 

of the Certificated Note to be exchanged or transferred, and to credit or cause to be 

credited to the account ofthe Person specified in such instructions a beneficial interest in 

the Temporary Regulation S Global Note or Regulation S Global Note equal to the 

amount specified in the instructions received pursuant to clause (A) above. 

Notwithstanding anything else in this Section 2.7(l)(i), prior to the Exchange Date a 

Certificated Note may only be exchanged or transferred for an equivalent beneficial 

interest in the corresponding Temporary Regulation S Global Note. 

(ii) Certificated Note to Rule 144A Global Note. If a Holder of a 

Certificated Note wishes to exchange its interest in such Certificated Note for an interest 

in the corresponding Rule 144A Global Note, or to transfer its interest in such 

Certificated Note to a Person who wishes to take delivery thereof in the fonn of an 

interest in the corresponding Rule 144A Global Note, such Holder may exchange or 

transfer, or cause the exchange or transfer of, such Certificated Note for an equivalent 

beneficial interest in the corresponding Rule 144A Global Note, provided such proposed 

transferce or the Person requesting such exchange, as applicable, is a Qualified 

Institutional Buyer and a Qualified Purchaser. Upon receipt by the Purchase Money Note 

Registrar of(A) such Certificated Note properly endorsed for such transfer and written 

instructions from such Holder directing the Purchase Money Note Registrar to cause to 

be credited a beneficial interest in the Rule 144A Global Note in an amount equal to the 

principal amount of such Certificated Note, such instructions to contain information 

regarding the participant account with the Depository to be credited with such increase, 

(B) a certificate in the foml of Exhibit K-8 hereto given by the Holder of such 

Certificated Note and stating that, in the case of an exchange, the Holder is a Qualified 

Institutional Buyer and is also a Qualified Purchaser or, in the case of a transfer, such 

Holder reasonably believes that the Person acquiring such interest in the applicable Rule 

144A Global Note is a Qualified Institutional Buyer, is obtaining such beneficial interest 

in a transaction meeting the requirements of Rule 144A and in accordance with any 

applicable securities laws of any state of the United States or any other jurisdiction and is 

also a Qualified Purchaser and (C) in the case of a transfer, a certificate in the forol of 

Exhibit K-3 hereto given by the proposed transferce stating that it is both a Qualified 

Institutional Buyer and a Qualified Purchaser, then the Purchase Money Note Registrar 

shall cancel such Certi ficated Note in accordance with Section 2.16, record the transfer in 

the Purchase Money Note Registrar in accordance with Section 2.7(a) and instruct the 

Depository to credit or cause to be credited to the securities account of the Person 

specified in such instructions a beneficial interest in the Rule 144A Global Note equal to 

the amount specified in the instructions received pursuant to clause (A) above. 

(iii) Certificated Note to Certificated Note. Ifa Holder ofa Certificated 

Note wishes at any time to transfer such Certificated Note to another Person, such Holder 

may transfer, or cause the transfer of, such Certificated Note as provided below. Upon 

receipt by the Purchase Money Note Registrar of (A) such Holder's Certificated Note 

properly endorsed for assignment to the transferee and (8) a ccrtj ficate in the fonn of 

Exhibit K-6 attached hereto given by the proposed transferee, then the Purchase Money 

Note Registrar shall cancel such Certificated Note in accordance with Section 2.16, 

record the transfer in the Purchase Money Note Register in accordance with Section 

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2.7Ca) and, upon execution by the Company, deliver one or more Certificated Notes 

endorsed for transfer, registered in the names specified in the assignment described in 

clause (A) above, in principal amounts designated by the transferee (the aggregate of 

such principal amounts being equal to the aggregate principal amount of the Certificated 

Notes surrendered by the transferor), and in Authorized Denominations. 

If a Holder of one or more Certificated Notes wishes at any time to 

exchange such Certificated Notes for one or more Certificated Notes of different 

outstanding principal amounts, such Holder may exchange or cause the exchange of such 

Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon 

receipt by the Purchase Money Note Registrar of (A) such Holder's Certificated Notes 

properly endorsed for such exchange and (B) written instructions from such Holder 

designating the number and principal amounts of the Certificated Notes to be issued (the 

aggregate outstanding principal amounts being equal to the outstanding principal amount 

of the Certificated Notes surrendered for exchange), then the Purchase Money Note 

Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the 

exchange in the Purchase Money Note Register in accordance with Section 2.7(a) and, 

upon execution by the Company, deliver one or more Certificated Notes endorsed for 

exchange, registered in the same name as the Certificated Notes surrendered by such 

Holder, in different outstanding principal amounts designated by such Holder and in 

Authorized Denominations. 

(m) A Holder of a Certificated Note which is also an Unrestricted Note may at any 

time exchange such Certi ficated Note for a beneficial interest in a Global Note which is also an 

Unrestricted Note or transfer such Certificate Note to a Person who wishes to take delivery 

thereof in the form of an interest in the corresponding Global Note. A Holder of a beneficial 

interest in a Global Note which is also an Unrestricted Note may at any time exchange such 

beneficial interest for a Certificated Note which is also an Unrestricted Note or transfer such 

beneficial interest to a Person who wishes to take delivery thereof in the form of a corresponding 

Certificate Note. 

(n) If Purchase Money Notes are issued upon the transfer, exchange or replacement 

of Purchase Money Notes bearing the applicable legends set forth in the Exhibits attached hereto 

and if a request is made to remove such applicable legend on such Purchase Money Notes, the 

Purchase Money Notes so issued shall bear such applicable legend, or such applicable legend 

shall not be removed, as the case may be, unless there is delivered to the Paying Agent and the 

Company such satisfactory evidence, which may include an opinion of counsel acceptable to 

them, as may be reasonably required by the Company (and which shall by its temlS permit 

reliance by the Paying Agent), to the effect that neither such applicable legend nor the 

restrictions on transfer set forth therein are required to ensure that transfers thereof comply with 

the provisions of the Securities Act, the Investment Company Act, ERISA or the Code or any 

other applicable law. Upon provision of such satisfactory evidence, the Paying Agent, at the 

written direction of the Company, shall, after due execution by the Company deliver Purchase 

Money Notes that do not bear such applicable legend. 

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Corus - CustodIal and Paying Agency Agreement 

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(0) Each Person who becomes a beneficial owner of Purchase Money Notes 

represented by an interest in a Rule 144A Global Note will be deemed to have represented and 

agreed as follows: 

(i) Such beneficial owner (A) is a Qualified Institutional Buyer and is 

acquiring such Purchase Money Notes in reliance on the exemption from Securities Act 

registration provided by Rule 144A thereunder, (B) is a Qualified Purchaser and (C) 

understands such Purchase Money Notes will bear a legend set forth in the applicable 

exhibit attached hereto and be represented by either one or more Rule 144A Global 

Notes. In addition, it represents and warrants that it (1) was not fanned for the purpose 

of investing in the Company (except when each beneficial owner ofthe purchaser is a 

Qualified Purchaser), (2) has received the necessary consent from its beneficial owners if 

the purchaser is a private investment company fonned before April 30, 1996, (3) is not a 

broker-dealer that owns and invests on a discretionary basis less than U.S.$25,000,000 in 

securities of unaffiliated issuers, (4) is not a pension, profit sharing or other retirement 

trust fund or plan in which the partners, beneficiaries or participants, as applicable, may 

designate the particular investments to be made, and in a transaction that may be effected 

without loss of any applicable Investment Company Act exemption, (5) will provide 

notice to any subsequent transferee ofthe transfer restrictions provided in the legend, (6) 

will hold and transfer Purchase Money Notes in an amount of not less than U.S.$500,000 

for it or for each account for which it is acting, (7) will provide the Company and Paying 

Agent from time to time such infonnation as it may reasonably request in order to 

ascertain compliance with this paragraph (i) and (8) the investor understands that the 

Company may receive a list of participants holding positions in its securities from one or 

more book entry depositories. 

(ii) Such beneficial owner understands that such Purchase Money 

Notes are being offered only in a transaction not involving any public offering in the 

United States within the meaning of the Securities Act, such Purchase Money Notes have 

not been and will not be registered under the Securities Act and, if in the future such 

beneficial owner decides to offer, resell, pledge or otherwise transfer such Purchase 

Money Notes, such Purchase Money Notes may be offered, resold, pledged or otherwise 

transferred only in accordance with the provisions ofthis Agreement and the legend on 

such Purchase Money Notes. Such beneficial owner acknowledges that no reprcsentation 

has been made as to the availability of any exemption under the Securities Act or any 

state securities laws for resale of the Purchase Money Notes. 

" (iii) In connection with the purchase of such Purchase Money Notes: 

(A) the Company is not acting as a fiduciary or financial or investment advisor for such 

beneficial owner; (B) such beneficial owner is not relying (for purposes of making any 

investment decision or otherwise) upon any advice, counselor representations (whether 

written or oral) of the Company or the Receiver or any oftheir agents (in their capacities 

as such), other than any statements in a current offering circular for such Purchase Money 

Notes and any representations expressly set forth in a written agreement with such party; 

(C) such beneficial owner has consulted with its own legal, regulatory, tax, business, 

investment, financial and accounting advisers to the extent it has deemed necessary and 

has made its own investment decisions based upon its own judgment and upon any advice 

31 

Corus -, Custodial and Paying AgL'1lcy Agreement 

Doc": USI:S74S076v22 
from such advisers as it has deemed necessary and not upon any view expressed by the 

Company or the Receiver; (D) such beneficial owner's purchase of the Purchase Money 

Notes will comply with all applicable laws in any jurisdiction in which it resides or is 

located; (E) such beneficial owner is acquiring the Purchase Money Notes as principal 

solely for its own account for investment and not with a view to the resale, distribution or 

other disposition thereof in violation of the Securities Act; (F) such beneficial owner has 

made investments prior to the date hereof and was not formed solely for the purpose of 

investing in the Purchase Money Notes; (G) such beneficial owner is not a (1) 

partnership, (2) common trust fund or (3) special trust, pension, profit sharing or other 

retirement trust fund or plan in which the partners, beneficiaries or participants may 

designate the particular investments to be made; (H) such beneficial owner may not hold 

any Purchase Money Note for the benefit of any other Person, it will at all times be the 

sole beneficial owner thereof for purposes of the Investment Company Act and all other 

purposes and it will not sell participation interests in the Purchase Money Notes or enter 

into any other arrangement pursuant to which any other Person will be entitled to a 

beneficial interest in the distributions on the Purchase Money Notes; (I) all securities of 

the Company purchased and held directly or indirectly by such beneficial owner have a 

value in the aggregate of no more than 40% of its total assets or capital (exclusive of 

government securities and cash items) on an unconsolidated basis; and (J) it is a 

sophisticated investor and is purchasing the Purchase Money Notes with a full 

understanding of all of the terms, conditions and risks thereof, and it is capable of 

assuming and willing to assume those risks. 

(iv) On each day from the date on which such beneficial owner 

acquires the Purchase Money Notes (or any interest therein) through and including the 

date on which such beneficial owner disposes of its interests in such Purchase Money 

Note, either that (A) such beneficial owner is not, and is not acting on behalf of, or using 

the assets of, any employee benefit plan subject to Title I of ERISA or any plan, 

individual retirement account, Keogh plan or other arrangement subject to Section 4975 

of the Code, or any entity whose underlying assets are considered to include "plan assets" 

of any such plan, account or arrangement or a governmental or other plan which is 

subject to any provisions under any non-U.S., federal, state or local law that is similar to 

the provisions of Section 406 of ERISA or Section 4975 of the Code (any plan, account 

or arrangement described in this clause (A), a "Benefit Plan") or (B) such beneficial 

owner's acquisition, holding (including, without limitation; the exercise of rights 

thereunder) and disposition of such Purchase Money Note (or any interest therein) will 

not constitute or result in a non-exempt prohibited transaction under Section 406 of 

ERISA or Section 4975 of the Code (or, in the case of a govemmental or other plan, a 

violation of any substantially similar foreign, federal, state or local law). 

(v) Such beneficial owner understands that this Agreement permits the 

Company to demand that any Holder of Rule 144A Global Notes who is determined not 

to be both a Qualified Institutional Buyer and a Qualified Purchaser at the time of 

acquisition of such Purchase Money Notes, to sell the Purchase Money Notes (a) to a 

Person who is both (1) a Qualified Institutional Buyer and (2) a Qualified Purchaser in a 

transaction meeting the requirements of Rule 144A or another applicable exemption from 

the registration requirements of the Securities Act or (b) to a Person who will take 

32 

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J)ocU, tJSt .5745076v22 
delivery in the form of an interest in a Temporary Regulation S Global Note or 

Regulation S Global Note and who is not a U.S. Person in a transaction meeting the 

requirements of Regulation Sand, if the Holder does not comply with such demand 

within 30 days thereof, the Company may sell such Holder's interest in the Purchase 

Money Note in accordance with and pursuant to the terms of this Agreement. 

(vi) Such beneficial owner acknowledges that it is its intent and that it 

understands it is the intent of the Company that, for purposes of U.S. Federal income, 

state and local income and any other income taxes, the Company will be treated as a 

partnership, the Purchase Money Notes will be treated as indebtedness of the Company; it 

agrees to such treatment and agrees to take no action inconsistent with such treatment. 

(vii) Such beneficial owner, if it is not a "u. S. person" as defined in 

Section 7701(a)(30) of the Code, is not acquiring any Purchase Money Notes as part of a 

plan to reduce, avoid or evade U.S. Federal Income taxes owed, owing or potentially 

owed or owing. 

(viii) Such beneficial owner is aware that, except as provided in this 

Custodial and Paying Agency Agreement, the Purchase Money Notes sold to it will be 

represented by one or more Rule 144A Global Notes and that the beneficial interests 

therein may be held only through the Depository or one of its nominees, as applicable. 

(ix) Such beneficial owner agrees that it will not offer or sell, transfer, 

assign, or otherwise dispose of any Purchase Money Notes or any interest therein except 

(A) pursuant to an exemption from, or in a transaction not subject to, the registration 

requirements of the Securities Act and any applicable state securities laws or the 

applicable laws of any other jurisdiction and (B) in accordance with the provisions of this 

Agreement, to which provisions it agrees it is subject. 

(x) Such beneficial owner understands that the Company, the Paying 

Agent and the Receiver, their respective Affiliates and their counsel will rely upon the 

accuracy and truth of the foregoing representations, and it hereby consents to such 

reliance. 

(xi) Such beneficial owner will provide notice to each Person to whom 

it proposes to transfer any interest in the Purchase Money Notes of the transfer 

restrictions and representations set forth in this Section 2.7, including the Exhibits 

referenced herein. 

(xii) I f such beneficial owner is acquiring the Purchase Mone)' Notes 

from an existing Holder, such beneficial owner has satisfied and will satisfy all applicable 

registration and other requirements of the FRB in connection with its acquisition of the 

Purchase Money Notes. 

(p) Each Person who becomes a beneficial owner of Purchase Money Notes 

represented by an interest in a Temporary Regulation S Global Note or Regulation S Global Note 

will be deemed to have made the representations set forth in clauses (ii), (iii), (iv), (vi), (vii), 

(viii), (ix) and (x) above and will be deemed to have further represented and agreed as follows: 

33 

Corus - Custodial and Paying Agency Agreement 

[)oc#: USI :5745076v22 
(i) Such beneficial owner is aware that the sale of Purchase Money 

Notes to it is being made in reliance on the exemption from registration provided by 

Regulation S and understands that the Purchase Money Notes offered in reliance on 

Regulation S will bear a legend set forth in the applicable exhibit attached hereto and be 

represented by one or more Temporary Regulation S Global Notes or Regulation S 

Global Notes. The Purchase Money Notes so represented may not at any time be held by 

or on behalf oru.s. Persons as defined in Regulation S under the Securities Act. It and 

each beneficial owner of the Purchase Money Notes that it holds is not, and will not be, a 

U.S. Person as defined in Regulation S under the Securities Act or a U.S. resident within 

the meaning of the Investment Company Act, and its purchase of the Purchase Money 

Notes will comply with all applicable laws in any jurisdiction in which it resides or is 

located. 

(ii) Such beneficial owner understands that this Agreement permits the 

Company to demand that any Holder of Regulation S Global Notes who is detennined to 

be a U.S. Person to sell the Purchase Money Notes (A) to a Person who is not a U.S. 

Person in a transaction meeting the requirements of Regulation S or (B) to a Person who 

will take delivery of the Holder's Temporary Regulation S Global Notes or Regulation S 

Global Notes, as applicable, in the form of an interest in a Rule 144A Global Note or a 

Certificated Note and who is both a Qualified Institutional Buyer and a Qualified 

Purchaser, in a transaction meeting the requirements of Rule 144A or another applicable 

exemption from the registration requirements of the Securities Act and, if the holder does 

not comply with such demand within 30 days thereof, the Company may sell such 

Holder's interest in the Purchase Money Note in accordance with and pursuant to the 

terms of this Agreement. 

(iii) A Holder of a beneficial interest in a Temporary Regulation S 

Global Note must provide Euroclear or Clearstream or the participant organization 

through which it holds such interest, as the case may be, with a certificate certifying that 

the beneficial owner of the interest in the Temporary Regulation S Global Note is a nonU.S. Person, and Euroc1ear or Clearstream, as the case may be, must provide to the 

Paying Agent a certificate to such effect, prior to (A) the payment ofprincipal with 

respect to such Holder's beneficial interest in the Temporary Regulation S Global Note 

and (B) any exchange of such beneficial interest for a beneficial interest in a Regulation S 

Global Note. 

(iv) Such beneficial owner is aware that, except as otherwise provided 

in this Agreement, the Purchase Money Notes being sold to it, if any, in reliance on 

Regulation S wiIl be represented by one or more Temporary Regulation S Global Notes 

or Regulation S Global Notes and that in each case beneficial interests therein may be 

held only through Euroc1ear or Clearstream. 

(v) Such beneficial owner does not have its principal place of business 

in any Federal Reserve District of the FRB, or it has satisfied and will satisfy all 

applicable registration and other requirements of the FRB in connection with its 

acquisition of the Purchase Money Notes. 

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(vi) On each day from the date on which such beneficial owner 

acquires any Temporary Regulation S Global Note or Regulation S Global Note (or any 

interest therein) through and including the date on which such beneficial owner disposes 

of its interests in such Temporary Regulation S Global Note or Regulation S Global Note, 

either that (A) such beneficial owner is not, and is not acting on behalf of, or using the 

assets of any Benefit Plan, or (B) such beneficial owner's acquisition, holding (including, 

without limitation, the exercise of rights thereunder) and disposition of such Purchase 

Money Note (or any interest therein) will not constitute or result in a non-exempt 

prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in 

the case of a governmental or other plan, a violation of any substantially similar foreign, 

federal, state or local law). 

(q) The provisions of the "Operating Procedures of the Euroclear System" of 

Euroclear and the "Terms and Conditions Governing Use of Participants" of Clearstream, 

respectively, shall be applicable to the Temporary Regulation S Global Notes and Regulation S 

Global Notes insofar as interests in such Global Notes are held by the Agent Members of 

Euroclear or Clearstream, as the case may be. 

(r) Agent Members shall have no rights under this Agreement with respect to any 

Global Note held on their behalfby the Paying Agent, as custodian for the Depository, and the 

Depository may be treated by the Company, the Paying Agent, and any agent of the Company or 

the Paying Agent as the absolute owner ofsuch Global Note for all purposes whatsoever. 

Notwithstanding the foregoing, nothing herein shall prevent the Company, the Paying Agent, or 

any agent of the Company or the Paying Agent, from giving effect to any written certification, 

proxy or other authorization furnished by the Depository or impair, as between the Depository 

and its Agent Members, the operation of customary practices governing the exercise of the rights 

ofa beneficial interest in any Global Note. 

(s) Notwithstanding any provision to the contrary herein, so long as a Purchase 

Money Note remains outstanding, transfers and exchanges of a Purchase Money Note, in whole 

or in part, shall only be made in accordance with this Section 2.7. 

(t) Any purported transfer or exchange of a Purchase Money Note not in accordance 

with this Section 2.7 shall be null and void ab initio and shall not be given effect for any purpose 

hereunder. 

(u) Nothing in this Section 2.7 shall be construed to limit any contractual restrictions 

on transfers of Purchase Money Notes or interests therein that may apply to any Person. 

(v) Notwithstanding anything contained herein to the contrary, neither the Paying 

Agent nor the Purchase Money Note Registrar shall be responsible for ascertaining whether any 

transfer complies with the registration provisions of or any exemptions from the Securities Act, 

applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code 

or the Investment Company Act of 1940, as amended; provided that if a certificate is specifically 

required by the express terms of this Agreement to be delivered to the Paying Agent by a holder 

or transferee of a Purchase Money Note, the Paying Agent shall be under a duty to receive and 

examine the same to deternline whether or not the certificate substantially conforms on its face to 

35 

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DocY: US) :5745076v22 
the requirements ofthis Agreement and shall promptly notify the party delivering the same if 

such certificate does not comply with such terms. 

(w) Notwithstanding the foregoing, with the advice of counsel to the Company, the 

Company may adopt one or more other forms of transfer certificate with respect to the transfer of 

the Purchase Money Notes after the Closing Date. The Purchase Money Note Registrar shaH be 

notified of such action, and upon receipt of such notice and copies of such other forms of transfer 

certificate from the Company, shall be deemed to be directed by the Company to also adopt such 

alternate forms of transfer certificate. 

Section 2.8 Reissuance of Purchase Money Notes. Upon the maturity of any Purchase 

Money Note (a "Maturing Purchase Money Note"), the Company, at the direction of the 

Purchase Money Note Guarantor, shall reissue such Purchase Money Note (such reissued 

Purchase Money Note, a "Reissued Purchase Money Note") to the Receiver with terms and 

conditions as are directed by the Receiver and substantially similar to the terms and conditions of 

the related Maturing Purchase Money Note (including not accruing interest) and a new maturity 

date satisfactory to the Purchase Money Note Guarantor; provided that (x) (i) the maturity date 

of such Reissued Purchase Money Note shall not be later than October 25, 2019 and (ii) the 

outstanding principal amount of such Reissued Purchase Money Note at the time of its issuance 

shall equal (A) the outstanding principal amount of the related Maturing Purchase Money Note 

minus (B) the aggregate amount paid to the Holders of such related Maturing Purchase Money 

Note pursuant to Section 3.3 and (y) no modification contained in such Reissued Purchase 

Money Note shall adversely affect (i) the amount or timing of distributions to the Managing 

Member pursuant to the Priority of Payments or (ii) any other rights or obligations of the 

Managing Member pursuant to this Agreement or any Ancillary Document (other than the 

Purchase Money Notes). Simultaneously with the issuance of any Reissued Purchase Money 

Note, the Company shaH use the proceeds of such Reissued Purchase Money Note to repay the 

Holders of the related Maturing Purchase Money Note at maturity in accordance with their 

Holder Percentages. Each reissued Purchase Money Note shall be subject to all of the terms and 

conditions of this Agreement. 

Section 2.9 Mutilated, Defaced, Destroyed, Lost or Stolen Purchase Money Notes. 

(a) I f (i) any mutilated or defaced Purchase Money Note is surrendered to a Paying 

Agent, or if there shall be delivered to the Company and the Paying Agent evidence to their 

reasonable satisfaction of the destruction, loss or theft of any Purchase Money Note, and (ii) 

there is delivered to the Company and the Paying Agent such security or indemnity as may be 

required by them to save each of them and any agent of any of them harmless, then, in the 

absence of notice to the Company or such Paying Agent that such Purchase Money Note has 

been acquired by a bona fide purchaser, the Company shall execute and deliver, in lieu of any 

such mutilated, defaced, destroyed, lost or stolen Purchase Money Note, a new Purchase Money 

Note, oflike tenor (including the same date of issuance) and equal principal or face amount 

registered in the same manner, dated the date of its authentication, bearing interest from the date 

to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Purchase 

Money Note and bearing a number not contemporaneously outstanding. 

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Corus - Custodial anLl Paying Agency Agreement 

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(b) If, after delivery 0 f such new Purchase Money Note, a bona fide purchaser ofthe 

predecessor Purchase Money Note presents for payment, transfer or exchange such predecessor 

Purchase Money Note, the Company, the Purchase Money Note Registrar and the Paying Agent 

shall be entitled to recover such new Purchase Money Note from the Person to whom it was 

delivered or any Person taking therefrom, and shall be entitled to recover upon the security or 

indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the 

Company and the Paying Agent in connection therewith. 

(c) In case any such mutilated, defaced, destroyed, lost or stolen Purchase Money 

Note has become due and payable, the Company may in its discretion, instead of issuing a new 

Purchase Money Note pay such Purchase Money Note without requiring surrender thereof except 

that any mutilated Purchase Money Note shall be surrendered. 

(d) Upon the issuance of any new Purchase Money Note under this Section 2.9, the 

Company may require the payment by the registered holder thereof of a sum sufficient to cover 

any tax or other governmental charge that may be imposed in relation thereto and any other 

expenses (including the fees and expenses of the Paying Agent) connected therewith. 

(e) Every new Purchase Money Note issued pursuant to this Section 2.9 in lieu of any 

mutilated, defaced, destroyed, lost or stolen Purchase Money Note shall constitute an original 

additional contractual obligation of the Company, and such new Purchase Money Note shall be 

entitled, subject to Section 2.9{b), to all the benefits of this Agreement equally and 

proportionately with any and all other Purchase Money Notes duly issued hereunder. 

The provisions of this Section 2.9 are exclusive and shall precludc (to the extent 

lawful) all other rights and remedies with respect to the replacement or payment of mutilated, 

defaced, destroyed, lost or stolen Purchase Money Notes. 

Section 2.10 Payments with Respect to the Purchase Money Notes. (a) All reductions 

in the principal amount of a Purchase Money Note (or one or more predecessor Purchase Money 

Notes) effected by prepayments ofprincipal shall be binding upon all future Holders of such 

Purchase Money Note and of any Purchase Money Note issued upon the registration of transfer 

thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such 

Purchase Money Note. Subject to the foregoing, each Purchase Money Note delivered under this 

Agreement and upon registration of transfer of or in exchange for or in lieu of any other 

Purchase Money Note shall carry the rights of unpaid principal or distributions that were carried 

by such other Purchase Money Note. 

(b) Payments in respect of principal of any Purchase Money Note shal1 be made by or 

on behalf of the Company, in U.S. dol1ars to the Depository or its nominee with respect to a 

Global Note and to the Holder or its designee with respect to a Certificated Note, by wire 

transfer, as directed by the Holder, in immediately available funds to a u.s. dol1ar account 

maintained by the Depository or its nominee with respect to a Global Note, and to the Holder or 

its designee with respect to a Certificated Note; provided that (i) in the case of a Certificated 

Note, the Holder thereof shall have provided written wiring instructions to the Paying Agent on 

or before the related Record Date; and (ii) if appropriate instructions for any such wire transfer 

are not received at least 15 Business Days prior to the relevant Distribution Date, then such 

37 

Corus - Cuslodialand Paying Agency Agreemenl 

Dod. lIS1:5745076v22 
payment shall be made by check drawn on a U.S. bank mailed to the address of the Holder 

specified in the Purchase Money Note Register. Upon final payment due on the maturity of a 

Purchase Money Note, the Holder thereofshall present and surrender such Purchase Money Note 

at the office of the Paying Agent on or prior to such maturity; provided that, ifthe Paying Agent 

and the Company shall have been furnished such security or indemnity as may be required by 

them to save each of them harmless and an undertaking thereafter to surrender such Purchase 

Money Note, then, in the absence of notice to the Company or the Paying Agent that the 

applicable Purchase Money Note has been acquired by a bona fide or protected purchaser, such 

final payment shall be made without presentation or surrender. All notices and communications 

to be given to the Holders and all payments to be made to Holders in respect of the Purchase 

Money Notes shall be given or made only to or upon the order of the registered Holders. Neither 

the Company nor the Paying Agent shall have any responsibility or liability for any aspects of 

the records maintained by Euroclear, Clearstream or any of the Agent Members relating to or for 

payments made thereby on account of beneficial interests in a Global Note. 

(c) No payment shall be made to the Holder of any beneficial interest in a Temporary 

Regulation S Global Note unless such Holder has provided Euroclear or Clearstream or the 

participant organization through which it holds such interest with a certificate certifying that 

such Holder is not a U.S. Person. 

Section 2.11 Mandatory Exchange. 

(a) A Global Note deposited with the Depository shall be exchanged for one or more 

Certificated Notes issued to the beneficial owners thereof if (i) either the Depository notifies the 

Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at 

any time the Depository, Clearstream or Euroclear, as applicable, ceases to be a Clearing Agency 

registered under the Exchange Act and, in each case, a successor depository is not appointed by 

the Company within 90 days after such notice; and provided that such exchange complies with 

Section 2.7 hereof. 

(b) Any Global Note that is exchanged for a Certificated Note pursuant to this 

Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in 

whole or from time to time in part, without charge, and the Company shall execute, and the 

Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal 

aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated 

Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided 

by Section 2.7(m) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be 

subject to the transfer restrictions referred to in such legends. 

(c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a 

Global Note may grant proxies and otherwise authorize any Person, including Agent Members 

and Persons that may hold interests through Agent Members, to take any action which a Holder 

is entitled to take under this Agreement or the Purchase Money Notes. 

(d) In the event of the occurrence of the event specified in subsection (a) of this 

Section 2.11, the Company shall promptly make available to the Paying Agent a reasonable 

supply of Certificated Notes in definitive, fully registered form without interest coupons. The 

38 eorus· Custodial and I'aying Agency Agreement 

DocN: l:SI:5745076v22 
Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with 

such changes therein as the Company and Paying Agent shall agree and the Company shall 

execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as 

the case may be, the same original aggregate principal amount of Certificated Notes of 

Authorized Denominations. 

Section 2.12 Notes Beneficially Owned by Persons Not Qualified Institutional Buyers 

or Qualified Purchasers. 

(a) Notwithstanding anything to the contrary elsewhere in this Agreement, any 

transfer of (i) a Rule 144A Global Note or a Certificated Note which is also a Restricted Note to 

a U.S. Person that is not both a Qualified Institutional Buyer and a Qualified Purchaser, (ii) a 

Regulation S Global Note or a Temporary Regulation S Global Note to any U.S. Person or (iii) 

an Unrestricted Note to a Person who is not a Qualified Purchaser shall be null and void, and any 

such purported transfer ofwhich the Company or the Paying Agent shall have notice may be 

disregarded by the Company and the Paying Agent for all purposes. 

(b) If (i) any U.S. Person that is not a Qualified Institutional Buyer and a Qualified 

Purchaser shall become the owner of a beneficial interest in any Rule 144A Global Note or the 

owner of a Certificated Note which is also a Restricted Note, (ii) any U.S. Person shall become 

the owner of a beneficial interest in any Temporary Regulation S Global Note or Regulation S 

Global Note or (iii) any Person shall be become the owner of(or, in case of Global Notes, the 

owner of the beneficial interest in) any Unrestricted Note (any such Person, a "Non-Permitted 

Holder"), the Company, or the Paying Agent acting on behalf of the Company shall, promptly 

after discovery that such Person is a Non-Permitted Holder by the Company or the Paying Agent 

(and notice by the Paying Agent to the Company), send notice to such Non-Permitted Holder 

demanding that such Non-Permitted Holder transfer its interest to a Person that is not a NonPermitted Holder within 30 days of the date ofsuch notice. If such Non-Permitted Holder fails to 

so transfer its interest, the Company shall have the right, without further notice to the NonPermitted Holder, to sell such interest to a purchaser selected by the Company that is not a NonPermitted Holder on such terms as the Company may choose. The Company, or the Paying 

Agent acting on behalf of the Company, with the assistance of an independent investment bank 

of national reputation engaged at the expense of the Company, shall select the purchaser by 

soliciting one or more bids from one or more brokers or other market professionals that regularly 

deal in securities similar to the Purchase Money Notes and selling such interest to the highest 

such bidder. However, the Company or the Paying Agent may select a purchaser by any other 

means determined by it in its sole discretion. The Holder of each Purchase Money Note, the 

Non-Permitted Holder and each other Person in the chain oftit1e from the Holder to the NonPermitted Holder, by their acceptance of an interest in the Purchase Money Notes, agree to 

cooperate with the Company and the Paying Agent to effect such transfers. The proceeds of such 

sale, net of any commissions, expenses and taxes due in connection with such sale, shall be 

remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection 

shall be determined in the sole discretion ofthe Company, and the Company shall not be liable to 

any Person having an interest in the Purchase Money Notes sold as a result of any such sale or 

the exercise of such discretion. 

39 

Corus - Custodial and Paying Agency Agreement 

Oocll: US I :5745076v22 
Section 2.13 Withholding. If any withholding tax is imposed on any payment made by 

the Company to any Holder, such tax shall reduce the amount otherwise payable to such Holder. 

The Company is hereby authorized to withhold from amounts otherwise payable to any Holder 

sufficient funds for the payment of any tax that is legally owed in connection therewith (but such 

authorization shall not prevent the Company from contesting any such tax in appropriate 

proceedings and withholding payment of such tax, ifpermitted by Law, pending the outcome of 

such proceedings). The amount of any withholding tax imposed with respect to any Holder shall 

be treated as cash paid to such Holder at the time it is withheld. If there is a possibility that 

withholding tax is payable with respect to a payment, the Company may, in its sole discretion, 

withhold such amounts in accordance with this Section 2.13. The Company shall not be 

obligated to pay any additional amounts to any Holder or beneficial owner of Purchase Money 

Notes as a result of any withholding or deduction for, or on account of, any present or future 

taxes, duties, assessments or governmental charges imposed on payments in respect of the 

Purchase Money Notes. 

Section 2.14 Persons Deemed Owners. The Company, the Paying Agent, and any agent 

of the Company or the Paying Agent shall treat the Person in whose name any Purchase Money 

Note is registered as the owner of such Purchase Money Note on the Purchase Money Note 

Register on the applicable Record Date for the purpose of receiving payments of principal of and 

interest on or other distributions with respect to such Purchase Money Note and on any other 

date for all other purposes whatsoever (whether or not such payments are overdue), and neither 

the Company, nor the Paying Agent, nor any agent of the Company or the Paying Agent, shall be 

affected by notice to the contrary. 

Section 2.15 Holder Voting. With respect to each Purchase Money Note and the 

Purchase Money Notc Guaranty, in any case in which conscnt of the "Holder", in the case of any 

Purchase Money Note, or the "Noteholder", in the case of the Purchase Money Note Guaranty, is 

required, such consent requirement shall be satisfied if (i) with respect to any Purchase Money 

Note, the Holders ofmore than fifty percent (50%) of the outstanding principal amount of such 

Purchase Money Note consent and (ii) with respect to the Purchase Money Note Guaranty, the 

Holders of more than fifty percent (50%) of the outstanding principal amount of all Purchase 

Money Notes consent. Notwithstanding the foregoing, with respect to each of the following, 

such consent requirement shall only be satisfied if each affected Holder consents: 

(a) any amendment, waiver or other modification that would (I) extend the due date 

for, or reduce the amount of any scheduled repayment of principal of, any Purchase Money Note; 

(II) affect adversely the interests, rights or obligations of any Holder individually in comparison 

to any other Holder; (III) change any place of payment where, or the coin or currency in which, 

any Purchase Money Note is payable; (IV) amend or otherwise modify the definition of "Event 

of Default" as defined in any Purchase Money Note; or (V) amend, waive or otherwise modify 

this Section 2.15; and 

(b) any amendment, waivcr or othcr modification that would relcase the Purchase 

Money Notc Guarantor from all or any part of its obligation to make each and every payment 

under the Purchase Money Note Guaranty. 

40 

Corus - Custodi~1 and Paying Agency Agreement 

Dod: US) :5745076v22 
Section 2.16 Cancellation. All Purchase Money Notes surrendered for payment, 

registration or transfer, exchange or redemption, or deemed lost or stolen, shall, if surrendered to 

any Person other than the Paying Agent, be delivered to the Paying Agent, shall be promptly 

canceled by it and may not be reissued or resold. No Purchase Money Notes shall be issued in 

lieu of or in exchange for any Purchase Money Notes canceled as provided in this Section 2.16, 

except as expressly permitted by this Agreement. All cancelled Purchase Money Notes held by 

the Paying Agent shall be destroyed or held by the Paying Agent in accordance with its standard 

retention policy unless the Company shall direct that they be returned to it. 

Section 2.17 Section 3(c)(7) Procedures. 

(a) Depository Actions. The Company shall direct the Depository to take the 

following steps in connection with the Rule 144A Global Notes and Unrestricted Notes 

represented by Global Notes: 

(i) The Company shaH direct the Depository to include the "3cT' 

marker in the Depository 20-character security descriptor and the 48-character additional 

descriptor for (A) the Rule 144A Global Notes in order to indicate that sales are limited 

to Persons that are both Qualified Institutional Buyers and Qualified Purchasers and (8) 

the Unrestricted Notes represented by Global Notes in order to indicate that sales are 

limited to Persons that Qualified Purchasers. 

(ii) The Company shal1 direct the Depository to cause each physical 

Depository deliver order ticket delivered by the Depository to purchasers to contain the 

Depository 20-character security descriptor and shall direct the Depository to cause each 

Depository deliver order ticket delivered by the Depository to purchasers in electronic 

form to contain the "3cT' indicator and a related user manual for participants, which shal1 

contain a description of the relevant restrictions. 

(iii) The Company shaH instruct the Depository to send a notice 

substantially in the form attached as Exhibit L hereto to al1 Depository participants in 

connection with the offering of the Rule l44A Global Notes or the Unrestricted Notes 

represented by Global Notes. 

. (iv) The Company shaH advise the Depository that it is a Section 

3(c)(7) issuer and shall request the Depository to include the Rule l44A Global Notes 

and the Unrestricted Notes represented by Global Notes in the Depository's "Reference 

Directory" of Section 3( c )(7) offerings. 

(v) The Company shall from time to time (upon the request of the 

Paying Agent or the Purchase Money Note Registrar) request the Depository to deliver to 

the Company a list of al1 Depository participants holding an interest in the Rule 144A 

Global Notes or the Unrestricted Notes represented by Global Notes. 

(b) Bloomberg Screens, Etc. The Company shal1 from time to time request all thirdparty vendors to include on screens maintained by such vendors appropriate legends regarding 

Rule 144A and Section 3(c)(7) restrictions on the Rule 144A Global Notes and Section 3(c)(7) 

restrictions on the Unrestricted Notes represented by Global Notes. Without limiting the 

41 

Corus - Custodial and Paying Agency Agreement 

DocN: USl :5745076v22 
foregoing, the Company shall request Bloomberg, L.P. to include the following on each 

Bloomberg screen containing information about the Rule 144A Global Notes or the Unrestricted 

Notes represented by Global Notes: 

(i) The "Note Box" on the bottom of the "Security Display" page 

describing (A) each Rule 144A Global Note should state: "Iss'd Under I 44N3c7" and 

(B) each Unrestricted Note represented by a Global Note should state: "Iss'd Under 3c7". 

(ii) The "Security Display" page should have a flashing red indicator 

stating "See Other Available Information". 

(iii) Such indicator should link to an "Additional Security Information" 

page, which should state that (A) the Rule 144A Global Notes "are being offered in 

reliance on the exemption from registration under Rule 144A to Persons that are both (I) 

qualified institutional buyers (as defined in Rule l44A) and (2) qualified purchasers (as 

defined under Section 3(c)(7»" and (B) the Unrestricted Notes represented by Global 

Notes "are being offered to Persons that arc qualified purchasers (as defined under 

Section 3(c)(7»". 

(c) CUSIP. The Company shall cause each "CUSlP" number obtained for (A) the 

Rule 144A Global Notes to have an attached "fixed field" that contains "3c7" and "144A" 

indicators and (B) the Unrestricted Notes represented by Global Notes to have an attached "fixed 

field" that contains a "3c7" indicator. 

ARTICLE III 

ACCOUNTS 

Section 3.1 Collection Account. On the date hereof, the Company shall establish the 

Collection Account with the Paying Agent. For all Loan Proceeds received after the Closing 

Date relating to any Due Period, (i) the Receiver shall transfer any such Loan Proceeds that may 

be received by it within two (2) Business Days of receipt of such funds to the Paying Agent for 

deposit into the Collection Account, and (ii) the Company shall transfer, or cause the Servicer or 

Subservicer to transfer, all Loan Proceeds within two (2) Business Days of receipt of such funds 

to the Paying Agent for deposit into the Collection Account. The Company shall transfer, or 

cause the Servicer or Subservicer to transfer, any yvorking Capital Advances in respect of fees 

and expenses of the Custodian and Paying Agent, fees and expenses of the Verification 

Contractor or the Management Fee within two (2) Business Days of receipt of such funds to the 

Paying Agent for deposit in the Collection Account. No funds from any other source (other than 

interest or earnings on the Loan Proceeds and such Working Capital Advances) shall be 

commingled in the Collection Account. Amounts on deposit in (or that are required to have been 

deposited into) the Collection Account (including interest and earnings thereon) shall be applied 

(i) to the payment of Servicing Expenses and Pre-Approved Charges in accordance with this 

Section 3.1 and (ii) to transfers to the Distribution Account in accordance with Section 3.2. The 

Managing Member may withdraw, upon written instruction to the Paying Agent, funds from the 

Collection Account at any time to pay Servicing Expenses and Pre-Approved Charges (which 

Servicing Expenses and Pre-Approved Charges need not relate to the same Loan that was the 

source of the funds to be withdrawn), and if the Receiver, the Company, the Servicer or any 

42 

Corus - Custudial and "aying Agency Agreement 

Ooc#: USI:5745076v22 
Subservicer at any time erroneously deposits any amount into the Collection Account, the 

Company may withdraw such amount and pay such amount to the Receiver, the Company, the 

Servicer or any Subservicer, as applicable. The Paying Agent shall invest the amounts on 

deposit in the Collection Account in Permitted Investments in accordance with investment 

directions from the Company but with a maturity that allows for their allocation and transfer to 

the Distribution Account in accordance with Section 3.2. The Paying Agent shall be authorized 

and directed to withdraw funds from the Collection Account only to transfer funds to the 

Distribution Account pursuant to Section 3.2 and as otherwise set forth in this Agreement and 

not for any other purpose. The Collection Account (and all funds therein) shall be subject to the 

security interest granted to the Collateral Agent under the Reimbursement, Security and 

Guaranty Agreement and to the Account Control Agreement. 

Section 3.2 Distribution Account. On the date hereof, the Company shall establish the 

Distribution Account with the Paying Agent. The Paying Agent shall transfer from the 

Collection Account to the Distribution Account, for application pursuant to Section 5.1, not later 

than 12:00 p.m. New York time on the Business Day immediately preceding each Distribution 

Date, the amount specified in the Distribution Date instructions delivered pursuant to Section 

11.4 for such Distribution Date. No funds from any other source shall be commingled in the 

Distribution Account. Amounts on deposit in (or that are required to have been deposited into) 

the Distribution Account shall be allocated and may be withdrawn and disbursed only in 

accordance with the provisions of Section 5.1. The Paying Agent shall be authorized and 

directed to withdraw funds from the Distribution Account only to make disbursements in 

accordance with this Agreement and not for any other purpose. The Distribution Account (and 

all funds therein) shall be subject to the security interest granted to the Collateral Agent under the 

Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement. 

Funds in the Distribution Account shall remain uninvested. 

Section 3.3 Defeasance Account. On the date hereof, the Company shall establish the 

Defeasance Account with the Paying Agent. The Paying Agent shall transfer funds to the 

Defeasance Account pursuant to the Priority of Payments. No funds from any other source 

(other than interest or earnings on amounts described in the immediately preceding sentence and. 

amounts deposited (i) pursuant to this Section 3.3, Section 1(h) of the Interest Sale Agreement, 

Section 4.16(d)(ii) ofthe Contribution Agreement and Section 6.3 of the Contribution 

Agreement or (ii) as Excess Working Capital Proceeds advanced in order to cure a Purchase 

Money Note Trigger Event) shall be commingled in the Defeasance Account. The Paying Agent 

shall invest the amounts on deposit in the Defeasance Account in Permitted Investments in 

accordance with investment directions from the Purchase Money Note Guarantor. If, on the 

maturity date of any Purchase Money Note, there exists a net loss on investments on amounts 

deposited into the Defeasance Account, prior to any liquidation and payment described in the 

following three sentences, the Purchase Money Note Guarantor shall deposit the amount of such 

net loss into the Defeasance Account; for the avoidance of doubt, no such deposit by the 

Purchase Money Note Guarantor shall constitute a payment pursuant to the Purchase Money 

Note Guaranty. On the Term Note A Maturity Date, the Paying Agent shall, after making all 

disbursements required pursuant to Section 5.1, liquidate a portion (or, if there are insufficient 

funds in the Defeasance Account with which to repay the Holders of the Term A Purchase 

Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance 

Account sufficient to pay all amounts owing to the Holders of the Term A Purchase Money Note 

43 

Corus· Custodial and I'oymg Agency Agreement 

Dod: liSt 574507bv22 
on the Tenn Note A Maturity Date and pay all proceeds of such liquidation to the Holders of the 

Tenn A Purchase Money Note in accordance with their Holder Percentages. On the Tenn Note 

B Maturity Date, the Paying Agent shall, after making all disbursements required pursuant to 

Section 5.1, liquidate a portion (or, ifthere are insufficient funds in the Defeasance Account with 

which to repay the Holders of the Tenn B Purchase Money Note pursuant to this sentence, the 

entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to 

the Holders ofthe Tenn B Purchase Money Note on the Tenn Note B Maturity Date and pay all 

proceeds of such liquidation to the Holders of the Tenn B Purchase Money Note in accordance 

with their Holder Percentages. On the Tenn Note C Maturity Date, the Paying Agent shall, after 

making all disbursements required pursuant to Section 5.1, liquidate a portion (or, if there are 

insufficient funds in the Defeasance Account with which to repay the Holders of the Tenn C 

Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the 

Defeasance Account sufficient to pay all amounts owing to the Holders of the Tenn C Purchase 

Money Note on the Tenn Note C Maturity Date and pay all proceeds of such liquidation to the 

Holders of the Tenn C Purchase Money Note in accordance with their Holder Percentages. If, 

pursuant to Section 2.8, a Reissued Purchase Money Note is issued upon the maturity of the 

related Maturing Purchase Money Note, this Section 3.3 shall apply to such Reissued Purchase 

Money Note following the full or partial liquidation of the Defeasance Account and payment of 

the Holders of the relatcd Maturing Purchase Money Note and the issuance of such Reissued 

Purchase Money Note. Following the maturity date of the last maturing Purchase Money Note 

(including any Reissued Purchase Money Note) and the payment in full of the Holders of such 

Purchase Money Note, the Paying Agent shall liquidate the Dcfeasance Account and pay any and 

all proceeds of such liquidation to the Purchase Money Note Guarantor. The Paying Agent shall 

be authorized and directed to withdraw funds from the Defeasance Account only to make 

disbursements in accordance with this Agreement and not for any other purpose. The 

Defeasance Account (and all funds therein) shall be subject to the security interest granted to the 

Collateral Agent, for the benefit of the Purchase Money Note Guarantor, under the 

Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement. 

Section 3.4 Company Account. On the date hereof, the Company shall establish the 

Company Account with the Paying Agent. Proceeds of Loans (as defined in the Advance 

Facility) shall be deposited into the Company Account pursuant to the tenns of the Advance 

Facility. No funds from any other source (other than interest or earnings on the proceeds of 

Loans (as defined in the Advance Facility» shall be commingled in the Company Account. 

Amounts on deposit in (or that are required to have been deposited into) the Company Account 

shall be applied in accordance with this Section 3.4. The Company shall transfer, or cause the 

Servicer or Subservicer to transfer, any Working Capital Advances in respect of fees and 

expenses of the Custodian and Paying Agent, fees and expenses of the Verification Contractor or 

the Management Fee from the Company Account to the Collection Account pursuant to Section 

D. The Company and the Managing Member may withdraw, upon written instruction to the 

Paying Agent, funds from the Company Account at any time to use such funds for a purpose 

permitted pursuant to the tenns of the Advance Facility and consistent with the applicable 

Borrowing Notice (as defined in the Advance Facility). The Company shall not be pennitted to 

hold more than $30,000,000 that constitute proceeds of Loans (as defined in the Advance 

Facility) in the Company Account on any day that is not the day of a Borrowing (as defined in 

the Advance Facility) or any ofthe five Business Days immediately succeeding the day of such 

Borrowing (as defined in the Advance Facility); provided that (i) not more than $25,000,000 of 

44 

Curus - Custodial and Paying Agency Agrc~mcnt 

[)o,,#: US) :574507I>v22 
such amount shall be permitted to consist of proceeds ofTerm Loans and (ii) not more than 

$5,000,000 of such amount shall be permitted to consist ofproceeds of Working Capital Loans. 

The Paying Agent shall invest the amounts on deposit in the Company Account in Permitted 

Investments in accordance with investment instructions from the Company but with a maturity 

that allows for their transfer in accordance with this Section 3.4 and the Advance Facility. The 

Company Account (and all funds therein) shall be subject to the security interest granted to the 

Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the 

Account Control Agreement. 

Section 3.5 Advance Lender Escrow Account. On the date hereof, the Company shall 

establish the Advance Lender Escrow Account with the Paying Agent. The Paying Agent shall 

transfer funds to the Advance Lender Escrow Account pursuant to the Priority of Payments. No 

funds from any other source (other than interest or earnings on the proceeds of amounts 

described in the immediately preceding sentence) sha11 be commingled in the Advance Lender 

Escrow Account. The Paying Agent shall invest the amounts on deposit in the Advance Lender 

Escrow Account in Permitted Investments in accordance with investment instructions from the 

Company but with a maturity that allows for their transfer in accordance with this Section 3.5. 

On each Distribution Date, prior to any distributions pursuant to Section 5.1, the Paying Agent 

shall liquidate a portion (or, if there are insufficient funds in the Advance Lender Escrow 

Account with which to repay the Advance Lenders pursuant to this sentence, the entire Advance 

Lender Escrow Account) of the Advance Lender Escrow Account sufficient to pay all amounts 

owing to the Advance Lenders under the Advance Facility and pay all proceeds of such 

liquidation to the Advance Lenders in accordance with their Pro Rata Percentages. Upon the 

termination of the Commitment, the Paying Agent shall liquidate the Advance Lender Escrow 

Account and pay all proceeds of such liquidation: first, to the Advance Lenders in accordance 

with their Pro Rata Percentages until all amounts owing to the Advance Lenders under the 

Advance Facility have been paid; and, second, to the Initial Member and the Private Owner in 

accordance with Section 6.6 of the LLC Operating Agreement. The Paying Agent shall be 

authorized and directed to withdraw funds from the Advance Lender Escrow Account to make 

disbursements in accordance with this Agreement and not for any other purpose. The Advance 

Lender Escrow Account (and all funds therein) shall be subject to the security interest granted to 

the Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the 

Account Control Agreement. 

ARTICLE IV 


ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 


Section 4.1 Investment of Funds in Accounts. 

(a) The Company or the Purchase Money Note Guarantor, as applicable, shaH at all 

times direct the Paying Agent to, and, upon receipt of such investment direction, the Paying 

Agent shall, invest, pending deposit into the Collection Account, the Company Account, the 

Advance Lender Escrow Account or the Defeasance Account, as applicable, amounts received 

and retained in such Accounts, as so directed in Permitted Investments. If the Company or the 

Purchase Money Note Guarantor, as applicable, shall not have given any such investment 

directions, the Paying Agent shall seek investment directions from such Person within three (3) 

Business Days after transfer of such funds to the Collection Account, Company Account, the 

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Corus - Custodial and I'aying Agency Agreement 

Docn: usI :574507bv22 
Advance Lender Escrow Account or the Defeasance Account, as applicable. If the Company or 

the Purchase Money Note Guarantor, as applicable, does not provide the Paying Agent with 

investment directions pursuant to Section 1.1, 3.3, 3.4, 3.5, or!.l, the balance standing to the 

credit of the Collection Account, the Company Account, the Advance Lender Escrow Account or 

the Defeasance Account, as applicable, will remain uninvested with no liability for interest 

thereon. It is agreed and understood that the Paying Agent may earn fees associated with 

Permitted Investments. 

(b) Whenever the Paying Agent is directed or authorized in accordance with the terms 

hereof to make a transfer of funds among the Collection Account, the Distribution Account, the 

Company Account, the Advance Lender Escrow Account and the Defeasance Account 

(collectively, the "Accounts"), after application of all other available funds, the Paying Agent 

shall allocate to the Account to which such funds are to be transferred a portion of any Permitted 

Investment that would otherwise have to be liquidated to accomplish such transfer in an amount 

corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or 

authorized in accordance with the terms hereof to make a transfer of funds from the Accounts 

(unless such transfer is between Accounts), if, after application of all other available funds, 

liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is 

authorized to liquidate such Pennittcd Investment. If any Permitted Investment so liquidated is 

then allocated to more than one Account, and it is not possible to liquidate only the portion of 

such Permitted Investment allocated to the Account from which such transfer is to be made, then 

the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be 

allocated to the Accounts involved in the same proportion as the allocation of such Permitted 

Investment, except that the net costs and expenses, if any, of such liquidation (including any loss 

of principal) shall be al10cated entirely to the Account from which the transfer of funds was 

required to be made. The Paying Agent shall liquidate al1 those Permitted Investments which 

can be liquidated without interest cost or penalty before it shall liquidate any Permitted 

Investment, the liquidation of which would involve an interest cost or penalty. The Paying 

Agent shal1 have no liability with respect to any interest cost or penalty on the liquidation of any 

Permitted Investment pursuant to this Section 4.1. 

(c) The Paying Agent shall have no liability with respect to Permitted Investments (or 

any losses resulting therefrom) made at the direction of the Company or the Purchase Money 

Note Guarantor pursuant to this Agreement. 

(d) All references in this Agreement to the Accounts and to cash, moneys or funds 

therein or balances thereof shall include the investments in which such moneys arc invested. 

(e) The Paying Agent may execute any investment directions provided to it in respect 

of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its 

Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. 

The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of 

such funds are deposited with the Paying Agent after 2:00 p.m. New York time on the day of 

deposit. Directions to invest or reinvest that are received after 2:00 p.m. New York time will be 

treated as if received on the following Business Day in New York. Subject to Section 4.1(b) 

above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever 

the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying 

46 

Corus - CustOlJ,al and Paying Agency Agreement 

[)OC#: US1.S745076v22 
Agent will have no responsibility for any investment losses resulting from the investment, 

reinvestment or liquidation of any funds in accordance with the terms of this Agreement. 

Section 4.2 Interest. Any interest or other earnings accrued on any balances in any 

Account (other than the Defeasance Account), or on any investment thereof, shall be credited to 

and accumulated in such Account and thereafter be applied without differentiation from other 

funds in such Account; provided that any interest or other earnings accrued on any balances in 

the Company Account, or on any investment thereof, shall be deemed to be Interest Proceeds, 

and the Paying Agent shall transfer such amounts from the Company Account to the Distribution 

Account, for application pursuant to Section 5.1, not later than 12:00 p.m. New York time on the 

Business Day immediately preceding each Distribution Date. 

Section 4.3 Inadequately Identified Amounts. If the Paying Agent receives any 

amount which is inadequately or incorrectly identified and the Paying Agent is unable to 

determine the Account into which such amount is to be credited, the Paying Agent shall notify 

the Company, the Purchase Money Guarantor and the Advance Facility Agent of such event and 

shall request instructions as to the Account into which such amount should be credited. The 

Paying Agent shall credit such amount to the Collection Account until such time as it receives 

instructions from the Company (with the written consent of the Purchase Money Note Guarantor 

and the Advance Facility Agent) stating that such amount should be credited to another Account 

in accordance with this Agreement, in which case it shall credit such amount, if still available, to 

the Account designated by the Company (with the written consent of the Purchase Money 

Guarantor and the Advance Facility Agent). 

~ Section 4.4 Payment Procedures. All amounts which arc from time to time 

distributable by the Paying Agent from the Distribution Account, the Defeasance Account or the 

Advance Lender Escrow Account in accordance herewith shall be paid by the Paying Agent on 

the Distribution Date in immediately available funds (but not before such amounts become 

immediately available to it). All payments made by the Paying Agent shaH be made to such 

account(s) as shall be designated in writing by the Company in accordance with the Distribution 

Date Report and this Agreement. 

ARTICLE V 


DISTRIBUTIONS 


Section 5.1 Priority of Payments. Notwithstanding any other provision in this 

Agreement, before each Distribution Date, the Paying Agent shaH disburse amounts transferred 

to the Distribution Account from the Collection Account pursuant to Section 3.2 as follows and 

for application by the Paying Agent in accordance with the following priorities (the "Priority of 

Payments") pursuant to the Distribution Date instructions contained in the Distribution Date 

Report delivered pursuant to Section 11.4: 

(a) On each Distribution Date, Interest Proceeds and Working Capital Advances in 

respect of fees and expenses of the Custodian and Paying Agent, fees and expenses ofthe 

Verification Contractor or the Management Fee, net of amounts used to pay Servicing Expenses 

or Pre-Approved Charges during the applicable Due Period (which, for the avoidance of doubt, 

may be netted across Interest Proceeds from different Loans) and, without duplication of Section 

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hl.{hl, amounts pennitted to be retained in the Collection Account, will be distributed in the 

following order of priority: 

(i) first, to pay the fees and expenses of the Custodian and Paying 

Agent, including any indemnification payments owing to the Custodian and Paying 

Agent pursuant to Section 13.1, in accordance with the terms of this Agreement; 

(ii) second, to pay the fees and expenses of the Verification 

Contractor, including any indemnification payments owing to the Verification 

Contractor, as certified to the Paying Agent by the Company; 

(iii) third, for each Due Period, (1) if the Initial Member has provided 

interim servicing and asset management support pursuant to Section 4.1 of the 

Contribution Agreement during such Due Period, to pay to the Initial Member an amount 

equal to fifty percent (50%) of the Management Fee, together with fifty percent (50%) of 

any unpaid portion of the Management Fee for any prior Due Period and to pay to the 

Managing Member an amount equal to fifty percent (50%) of the Management Fcc, 

together with fifty percent (50%) of any unpaid portion of the Management Fee for any 

prior Due Period or (II) if the Initial Member has not provided interim servicing and asset 

management support pursuant to Section 4.1 of the Contribution Agreement during such 

Due Period, to pay to the Managing Member an amount equal to the Management Fee, 

together with any unpaid portion of the Management Fee for any prior Due Period; 

provided, however, that if there are any indemnification or reimbursement obligations 

owing from the Managing Member to the Initial Member, the Purchase Money Note 

Guarantor, the Advance Facility Agent or the Collateral Agent hereunder or under any 

Ancillary Document, the Paying Agent shall pay such amounts, up to the amount of the 

Management Fee otherwise payable to the Managing Member pursuant to this clause 

(iii), to the Initial Member, the Purchase Money Note Guarantor, the Advance Facility 

Agent or the Collateral Agent, as applicable, and any such amounts paid to the Initial 

Member, the Purchase Money Note Guarantor, the Advance Facility Agent or the 

Collateral Agent pursuant to this clause (iii) shall be deducted from that portion of the 

Management Fee otherwise payable to the Managing Member; provided that if the 

aggregate amount of indemnification or reimbursement obligations owing to the Initial 

Member, the Purchase Money Note Guarantor, the Advance Facility Agent and the 

Collateral Agent exceeds that portion of the Management Fee otherwise payable to the 

Managing Member, each of the Initial Member, the Purchase Money Note Guarantor, the 

Advance Facility Agent and the Collateral Agent shall be paid a pro rata portion of the 

Management Fee otherwise payable to the Managing Member, based on the ratio of 

indemnification and reimbursement obligations owing to the Initial Member, the 

Purchase Money Note Guarantor, the Advance Facility Agent or the Collateral Agent, as 

applicable, to the aggregate of all indemnification and reimbursement obligations owing 

to the Initial Member, the Purchase Money Note Guarantor, the Advance Facility Agent 

and the Collateral Agent; 

(iv) jOllrth, to pay the aggregate amount of interest accrued through and 

including the Determination Date for the applicable Due Period and unpaid pursuant to 

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the Advance Facility to the Advance Lenders in accordance with their Pro Rata 

Percentages; and 

(v) fifth, all remaining Interest Proceeds shall be distributed in 

accordance with Section 5.1 (b). 

(b) Without limiting any other applicable provision herein regarding the payment of 

Principal Proceeds, on each Distribution Date Principal Proceeds and Interest Proceeds (to the 

extent available pursuant to Section 5.1 (a){v), net of amounts used to pay Servicing Expenses or 

Pre-Approved Charges during the applicable Due Period to the extent not paid from Interest 

Proceeds or Working Capital Advances (which, for the avoidance of doubt, may be netted. across 

Loan Proceeds from different Loans) and, without duplication of Section S.l(a), amounts 

permitted to be retained in the Collection Account will be distributed in the following order of 

priority: 

(i) first, if there are any outstanding amounts due and payable under 

items (a)(i) through (iv) above, then to such items in the order of priority set forth therein; 

(ii) second, all of the remaining amount of Principal Proceeds not 

constituting Excess Proceeds (provided, however, that Excess Proceeds shall be 

distributable pursuant to this clause (ii) if the amount of funds held (without giving effect 

to any net losses on investments) in the Defeasance Account on such Distribution Date is 

equal to or greater than the sum of the outstanding principal balances of the Purchase 

Money Notes) and Interest Proceeds (to the extent available pursuant to Section 

5.l(a)(v» shall be utilized to pay down the principal of the Working Capital Loans under 

the Advance Facility to the Advance Lenders in accordance with their Pro Rata 

Percentages until the balance of the Working Capital Loans due and payable under the 

Advance Facility is reduced to zero; 

(iii) third, all of the remaining amount of Principal Proceeds not 

constituting Excess Proceeds (provided, however, that Excess Proceeds shall be 

distributable pursuant to this clause (iii) ifthe amount of funds held in the Defeasance 

Account (without giving effect to any net losses on investments) on such Distribution 

Date is equal to or greater than the sum of the outstanding principal balances of the 

Purchase Money Notes) and Interest Proceeds (to the extent available pursuant to Section. 

S.l(a)(v» shall be utilized to pay down the principal of the Tenn Loans under the 

Advance Facility to the Advance Lenders in accordance with their Pro Rata Percentages 

until the balance of the Tenn Loans due and payable under the Advance Facility is 

reduced to zero; 

(iv) fourth, to pay any reimbursement amounts together with any 

accrued interest thereon, due and payable as of the Detennination Date for the applicable 

Due Period to the Purchase Money Note Guarantor pursuant to the Reimbursement, 

Security and Guaranty Agreement for previous payments made by it under the Purchase 

Money Note Guaranty; 

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(v) fifth, all of the remaining amount of Principal Proceeds and Interest 

Proceeds (to the extent available pursuant to Section 5.l(a)(v» shall be deposited into the 

Defeasance Account until the amount of funds held in the Defeasance Account is equal to 

the sum of the outstanding principal balances of the Purchase Money Notes; 

(vi) sixth, to reimburse the Managing Member for any Excess Working 

Capital Advances made during the applicable Due Period (or any prior Due Period to the 

extent not previously reimbursed); 

(vii) seventh, if the Commitment has not been terminated pursuant to 

the terms of the Advance Facility, all remaining Principal Proceeds and Interest Proceeds 

(to the extent available pursuant to Section 5.1(a)(v» shall be deposited into the Advance 

Lender Escrow Account; and 

(viii) eighth, all remaining Principal Proceeds and Interest Proceeds (to 

the extent available pursuant to Section 5.1(a)(v)) shall be paid to the Initial Member and 

the Private Owner in accordance with Section 6.6 of the LLC Operating Agreement. 

Section 5.2 Notices of Payment Failure. The Paying Agent shall deliver prompt 

written notice to the Company, the Purchase Money Guarantor and the Advance Facility Agent 

in the event that it fails to receive in full the amount required to be paid by the Company, which 

notice shall include a statement that the required payment was not made by the Company in full 

and shall set forth the amount of such required payment and in the case ofreceipt of a partial 

payment, the amount of such partial payment. 

ARTICLE VI 


CUSTODIAL DOCUMENTS 


Section 6.1 Delivery of Custodial Documents. 

(a) Delivery. As soon as practical after the date hereof, the Company shall deliver or 

cause to be delivered the Custodial Documents to the Custodian at the office of the Custodian at 

Wells Fargo Document Custody, 1055 10th Avenue S.E., Minneapolis, MN 55414, Attention: 

Kathy Marshall (the "Office"). 

(b) Collateral Certificate; Exceptions. The Custodian shall make available during 

normal business hours, and at such other hours as may be reasonable in the circumstances, to the 

Company (and representatives of the Company and, if the Company so determines, the Receiver) 

an office space at the Office that is sufficient to accommodate up to six (6) people to review the 

Custodial Documents with representatives of the Custodian for a period of not more than ten (10) 

days prior to the delivery of possession of the same to the Custodian. Within thirty (30) days 

after delivery ofthe Custodial Documents to the Custodian, the Custodian shall execute and 

deliver to the Company, the Purchase Money Guarantor and the Advance Facility Agent a 

certificate, substantially in the form annexed hereto as Exhibit B, to the effect that the Custodian 

has received and reviewed the Custodial Documents and attaching a Loan Schedule and 

Exception List ("'Collateral Certificate"). In reviewing the documents provided with respect to 

a Loan, the Custodian shall examine the same in accordance with the procedures set forth on 

Exhibit H hereto and to determine, with respect to each such document, whether it (i) appears 

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regular on its face (i.e., is not mutilated, damaged, tom, defaced or otherwise physically altered), 

(ii) relates to such Loan, (iii) has been executed by the named parties thereon, (iv) where 

applicable, purports to be recorded, and (v) appears to be what it purports to be. 

(c) Custodial Documents. For each Loan, to the extent applicable, the Custodial 

Documents shall include the following: 

(i) the original Note bearing all intervening endorsements and 

endorsed "Pay to the order ofCorus Construction Venture, LLC, without recourse" and 

signed in the name of the Federal Deposit Insurance Corporation as Receiver for Corus 

Bank, N.A., and an allonge providing for the endorsement of the Note and endorsed "Pay 

to the order of , without recourse" and signed by the Company-as the 

last endorsee; and in the event that the original Note is not available, a fully executed 

Assignment and Lost Instrument Affidavit in the form of Exhibit C to the Contribution 

Agreement: 

(ii) the original Mortgage with evidence of recording thereon, or a 

certified copy thereof from the applicable Recording Office, or a copy thereof together 

with an officer's certificate of the related Borrower, title company, escrow agent or 

closing attorney certifying that such represents a true and correct copy of the original and 

that such original has been submitted for recordation in the applicable Recording Office; 

(iii) the originals of all assumption, modification, consolidation or 

extension agreements (i f any) with evidence of recording thereon, or certified copies 

thereof from the applicable Recording Office, or copies thereof together with a 

certification by or other similar evidence from the applicable Recording Office or an 

officer's certificate of the related Borrower, title company, escrow agent or closing 

attorney certifying that such represents a true and correct copy of the original and that 

such original has been submitted for recordation in the applicable Recording Office; 

(iv) the REO Property Files; 

(v) the original Mortgage Assignment in blank for each Loan, in form 

and substance acceptable for recording and signed in the name of (x) the Federal Deposit 

Insurance Corporation as Receiver for COTUS Bank, N.A. in the case of Mortgage 

Assignment to the Company, and (y) the Company, in the case of Mortgage Assignment 

to the Collateral Agent; 

(vi) the originals of all intervening Mortgage Assignments (if any) with 

evidence of recording thereon, showing an unbroken chain of title from the originator 

thereof to the Company, or certified copies thereof from the applicable Recording Office, 

or copies thereof together with an officer's certificate of the related Borrower, title 

company, escrow agent or closing attorney certifying that such represents a true and 

correct copy of the original and that such original has been submitted for recordation in 

the applicable Recording Office; 

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[)""": USt :5745076v22 
(vii) the original attorney's opinion of title and abstract oftitle or the 

original mortgage title insurance policy or, if the original mortgage title insurance policy 

has not been issued, the irrevocable commitment to issue the same; 

(viii) the originals of all Collateral Documents executed in connection 

with the Loan, if available; 

(ix) Uniform Commercial Code financing statements with recording 

information thereon from the Recording Offices if necessary to perfect the security 

interest of the Loan under the Unifonn Commercial Code; 

(x) for each Ownership Entity, the certificate or articles of formation 

or organization and operating agreement of such Ownership Entity; 

,: (xi) if the equity interests of any Ownership Entity are certificated, the 

certificate representing such equity interest; and 

(xii) any bailee letters regarding any Notes or other Custodial 

Documents held by the bailee. 

(d) Supplemental Deliveries. The Company agrees that it shall deliver or cause to be 

delivered to the Custodian (i) any and all additional Custodial Documents with respect to a Loan 

that is not REO Property within ten (10) days following the execution and delivery of any such 

Custodial Document and (ii) any and all Custodial Documents with respect to any REO Property 

within ten (10) days following receipt of any such Custodial Document. All such deliveries of 

Custodial Documents pursuant to this Section 6.l(d) shall be accompanied by a certi ficate in the 

form of Exhibit C (a "Supplemental Delivery Certificate"), prepared by an Authorized 

Representative ofthe Company, itemizing the Custodial Documents being delivered to the 

Custodian in such delivery and identifying the Loan with respect to which each such Custodial 

Document relates. On the day of receipt of the Supplemental Delivery Certificate and related 

Custodial Documents, the Custodian shall confirm the accuracy of the Supplemental Delivery 

Certificate (i.e., that all Custodial Documents purported to be included therewith are, in fact, 

included therewith). Within three (3) Business Days after the receipt thereof, the Custodian shall 

(A) examine the additional Custodial Documents provided with respect to a Loan in accordance 

with the review procedures set forth on Exhibit H (the "Review Procedures") and, to determine, 

with respect to each such document, whether it (i) appears regular on its face (i.e., is not 

mutilated, damaged, tom, defaced or otherwise physically altered), (ii) relates to such Loan, (iii) 

has been executed by the named parties thereon, (iv) where applicable, purports to be recorded, 

and (v) appears to be what it purports to be, and (B) ensure that all such Custodial Documents 

with respect to a Loan are placed in the file for the related Loan. In the event the Custodian 

determines that the Supplemental Delivery Certificate is inaccurate, the Custodian shall so notify 

the Company in writing no later than the first Business Day following its receipt of the 

Supplemental Delivery Certificate. Unless the Custodian notifies the Company of an inaccuracy 

in a Supplemental Delivery Certificate within one (1) Business Day after it is received, the same 

shall be deemed to have been accurate. Following the Custodian's completion of its examination 

of the supplemental Custodial Documents, the Custodian shall provide the Company (with a 

52 eorus - Custodial and Paying Agency Agreement 

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copy to the Purchase Money Guarantor and the Advance Facility Agent) with a Collateral 

Certificate attaching a revised Loan Schedule and Exception List. 

(e) Loan Schedules; Exception Lists; Review Procedures. Each Loan Schedule and 

Exception List shall list all Exceptions using such codes as shall be in fonn and substance agreed 

to by the Custodian and the Company. Each Loan Schedule and Exception List delivered by the 

Custodian to the Company shall supersede and cancel the Loan Schedule and Exception List 

previously delivered by the Custodian to the Company hereunder, and shall replace the then 

existing Loan Schedule and Exception List to be attached to the Collateral Certificate. 

Notwithstanding anything to the contrary set forth herein, in the event that the Loan Schedule 

and Exception List attached to the Collateral Certificate is different from the most recently 

delivered Loan Schedule and Exception List, then the most recently delivered Loan Schedule and 

Exception List shall control and be binding upon the parties hereto. The delivery of each Loan 

Schedule and Exception List to the Company shall constitute the Custodian's representation that, 

other than the Exceptions listed as part of the last delivered Loan Schedule and Exception List: 

(i) all documents required to be delivered in respect of a Loan pursuant to Section 6.1(c) of this 

Agreement have been delivered and are in the possession of the Custodian as part of the 

Custodial Documents, (ii) all such documents have been reviewed and examined by the 

Custodian in accordance with the review procedures specified on Exhibit H and in this 

Agreement and appear on their face to be regular and to relate to such Loan and to satisfy the 

requirements set forth in Section 6.1(c) of this Agreement and (iii) subject to the provisions of 

Section 7.2(b), each Loan identified on such Loan Schedule and Exception List is being held by 

the Custodian as the bailee for the Company. In connection with a Loan Schedule and Exception 

List delivered hereunder by the Custodian, the Custodian shall make no representations as to and 

shall not be responsible for verifying, except as set forth in Section 6.l(b) of this Agreement, 

(A) the validity, legality, enforceability, due authorization, recordability, sufficiency, or 

genuineness of any ofthe Custodial Documents, or (8) the collectibility, insurability, 

effectiveness or suitability of any such Loan. 

Section 6.2 Examination of Custodian Files; Copies. 

(a) Upon reasonable prior written notice to the Custodian, the Company, the 

Collateral Agent, the Purchase Money Note Guarantor and the Advance Facility Agent and their 

respective agents, accountants, attorneys and auditors, and any other Persons designated by the 

Company, the Collateral Agent, the Purchase Money Note Guarantor or the Advance facility 

Agent, as applicable, in writing as authorized to access and review the Custodial Documents, 

shal1 be pem1itted during normal business hours to examine the Custodial Documents. 

(b) Upon the request of the Company, the Collateral Agent, the Purchase Money Note 

Guarantor or the Advance Facility Agent, and at the cost and expense of the requesting party, the 

Custodian shall provide copies of any requested Custodial Documents; provided, however, the 

requesting party sha1l reimburse the Custodian for the actual, reasonable and customary costs 

incurred in providing copies of such custodial documents. 

Section 6.3 Shipment of Custodial Documents. Prior to any shipment of any 

Custodial Documents hereunder, the Company shal1 deliver to the Custodian written instructions 

as to the method of shipmcnt and the shipper that the Custodian is to utilize in connection with 

53 eorus - Custodial and Paying Agency Agreement 

D<.d: liS I:,745076v22 
the transmission of such Custodial Documents. The Company shall arrange for the provision of 

such services at its sole cost and expense (or, at the Custodian's option, reimburse the Custodian 

for all costs and expenses incurred by the Custodian consistent with such instructions) and will 

maintain such insurance against loss or damage to the Custodial Documents as the Company 

may deem appropriate. It is expressly agreed that in no event shall the Custodian have any 

liability for any losses or damages to any Person, including the Company, arising out of actions 

ofthe Custodian pursuant to this Section 6.3 consistent with the instructions ofthe Company. In 

the event that the Custodian does not receive such written instructions, the Custodian shall be 

authorized and shall be indemnified as provided herein to utilize a nationally recognized courier 

service. 

ARTICLE VII 


CUSTODIAN 


Section 7.1 Appointment ofthe Custodian. Subject to the terms and conditions of this 

Agreement, the Company hereby appoints the Bank to perfonn the duties of the Custodian, and 

the Custodian hereby accepts such appointment, to act as the Company's agent, custodian and 

bailee to hold and maintain custody of the Custodial Documents. 

Section 7.2 Obligations of the Custodian. 

(a) Maintenance of Custody. Subject to the provisions of Section 7.2(b), the 

Custodian shall (i) hold and maintain continuous custody of all Custodial Documents received by 

it in trust for and for the benefit ofthe Company in segregated, secure and fire resistant facilities, 

(ii) act with the same degree of care and skill that the Custodian exercises with respect to any 

loan files relating to similar loans owned, serviced or held as custodian by the Custodian and, in 

any event, in accordance with customary standards for such custody, (iii) reflect in its records the 

interest ofthe Company therein, (iv) make disposition of the Custodial Documents only in 

accordance with the provisions ofthis Agreement, and (v) subject to the provisions of Section 

7.2(b), hold all Custodial Documents received by it for the exclusive use and benefit of the 

Company, and make disposition thereof only in accordance with written instructions furnished 

by the Company. 

(b) Pledge of Loans to the Collateral Agent. As security for certain obligations of the 

Company to the Purchase Money Note Guarantor under the ReimburseJ.TIent, Security and 

Guaranty Agreement and to the Advance Lenders under the Advance Facility, the Company has 

pledged all of its rights, title and interest in and to the Loans and the Custodial Documents to the 

Collateral Agent for the benefit of the Purchase Money Notc Guarantor and the Advance Lenders 

and the other Secured Parties (as defined in the Reimbursement, Security and Guaranty 

Agreement). Accordingly, notwithstanding anything to the contrary contained in this 

Agreement, the Custodian acknowledges and agrees that it holds possession of the Notes and the 

other Custodial Documents for the Collateral Agent's benefit pursuant to Section 9-313(c) of the 

Uniform Commercial Code, and the Custodian shall mark its records to reflect the pledge of the 

Loans and the Custodial Documents by the Company to the Collateral Agent. The Custodian's 

records shall reflect the pledge of the Loans and the Custodial Documents by the Company to the 

Collateral Agent until such time as the Custodian receives written instructions in the fonn of 

Exhibit D from the Company, including a certification that it is entitled pursuant to the 

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Reimbursement, Security and Guaranty Agreement to request the release of the Custodial 

Documents being requested for release and that the Loans are no longer pledged by the Company 

to the Collateral Agent, at which time the Custodian shall change its records to reflect the release 

of the pledge ofthe Loans and the Custodial Documents and that the Custodian is holding the 

Loans and the Custodial Documents as custodian for, and for the benefit of, the Company; 

provided, however, that, subject to the provisions of Section 7.2(d), such pledge shall not affect 

the right of the Custodian to rely on instructions from the Company hereunder. The Custodian 

shall ensure that all Collateral Documents that are removed from the Custodian's possession are 

returned to the Custodian's possession within the time provided by the applicable Uniform 

Commercial Code to maintain the Collateral Agent's perfection. 

(c) Qualification To Conduct Business. Nothing contained in this Agreement shall be 

construed to require the Custodian to qualify to do business in any jurisdiction other than (i) any 

jurisdiction in which any Custodial Document is or may be held by the Custodian from time to 

time under this Agreement, or (ii) any juriSdiction in which the ownership of its property or the 

conduct of its business requires such qualification and in which the failure to qualify could have 

a material adverse effect on the Custodian or its property or business or on the ability of the 

Custodian to perform its duties and obligations under this Agreement. 

(d) Events of Default Under the Reimbursement, Security and Guaranty Agreement. 

Upon the Custodian's receipt from the Collateral Agent, the Purchase Money Note Guarantor or 

the Advance Facility Agent of written notice at its Office that an Event of Default under the 

Reimbursement, Security and Guaranty Agreement (and as defined therein) has occurred and is 

continuing, the Custodian shall promptly notify the Collateral Agent in writing and seek 

instructions from (and take instructions only from) the Col1ateral Agent as to any action to be 

taken by the Custodian hereunder. 

(e) Third Party Demands. In the event that (i) the Company or the Custodian shall be 

served by a third party with any type of levy, attachment, writ or court order with respect to any 

Custodial Document or (ii) a third party shall institute any court proceeding by which any 

Custodial Document shall be required to be delivered otherwise than in accordance with the 

provisions of this Agreement, the party receiving such service shall promptly deliver or cause to 

be delivered to the other parties to this Agreement copies of all court papers, orders, documents 

and other materials concerning such proceedings. The Custodian shall, to the extent permitted 

by law, continue to hold and maintain all of the Custodial Documents that are the subject of such 

proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting 

or directing disposition thereof. Upon final determination of such court, the Custodian shall 

release such Custodial Documents as directed by the Company, which shal1 give a direction 

consistent with such court determination. 

(f) Release of Custodial Documents. Subject to the provisions of Section 7.2(e), the 

Custodian shall retain the Custodial Documents in its possession and custody at all times during 

the term hereof unless anyone of the following events has occurred: 

(i) I f the Custodian has resigned or has been removed in accordance 

with the provisions of Section 9.1, the Custodian shal1 deliver the Custodial Documents 

to the successor Custodian in accordance with Section 9.1. 

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(ii) If the Custodian has received a notice in the form ofExhibit D 

from an Authorized Representative of the Company stating that the Company has 

received all amounts due under a Loan, or a discounted payoff as payment in full of such 

Loan, the Custodian shall release the related Custodial Documents to the Company or to 

the Managing Member in accordance with the instructions provided in such notice. 

(iii) If the Custodian has received notice in the form of Exhibit D from 

an Authorized Representative of the Company that the Company or the Managing 

Member needs the Custodial Documents in order to foreclose on a Mortgaged Property, 

accept a deed in lieu thereof or modify or restructure the terms thereof, the Custodian 

shall release the related Custodial Documents to the Company or to the Managing 

Member in accordance with the instructions provided in such notice. 

(iv) If the Custodian has received notice in the form of Exhibit D from 

an Authorized Representative of the Company that the Company has agreed to sell a 

Loan or the Collateral, the Custodian shall deliver the related Custodial Documents to the 

Company or to the Managing Member in accordance with the instructions provided in 

such notice. 

(g) No Other Duties. The Custodian shall have no duties or responsibilities as 

Custodian except those that are specifically set forth herein and shall not be liable except for the 

performance of such duties and obligations. No implied covenants or obligations shall be read 

into this Agreement. 

(h) No Investigation. The Custodian shall be under no obligation to make any 

investigation into the facts or matters stated in any resolution, certificate, statement, 

acknowledgement, consent, order or other document that is included in the Custodial 

Documents. 

(i) Survival. The provisions of this Section 7.2 shall survive the resignation or 

removal of the Custodian and Paying Agent and the termination of this Agreement. 

ARTICLE VIII 


FEES AND EXPENSES 


Section 8.1 Fees and Expenses. The Bank shall charge such fees for its services and 

be reimbursed for such of its expenses under this Agreement as are set forth on Exhibit G, which 

fees and expenses must be reasonable and customary. The Company shall pay such fees and 

expenses including, without limitation, the reasonably and customary attorneys' fees of the 

Bank. The provisions of this Section 8.1 shall survive any resignation or removal of the Bank as 

Custodian or Paying Agent or the tennination or assignment of this Agreement. 

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Doc.: liSt :5745076v22 
ARTICLE IX 


REMOV AL OR RESIGNATION 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. 

(a) Resignation. Subject to the provisions of Section 9.l(c), the Bank may at any 

time resign and terminate its obligations as Custodian and Paying Agent under this Agreement 

upon at least sixty (60) days' prior written notice to the Company, the Purchase Money 

Guarantor and the Advance Facility Agent. In the event the Bank resigns it must resign as both 

Custodian and Paying Agent. Promptly after receipt of notice of the Bank's resignation as 

Custodian and Paying Agent, subject to the provisions of the LLC Operating Agreement and the 

Reimbursement, Security and Guaranty Agreement as they relate to the Company, the Company 

shall appoint, by written instrument, a successor Custodian and Paying Agent. In the event that 

no successor shall have been appointed as Custodian and Paying Agent within such sixty (60) 

day period, the Bank may petition any court of competent jurisdiction to appoint a successor 

Custodian and Paying Agent. 

(b) Removal. Subject to the provisions of Sectio\19.1(c), the Company, the Purchase 

Money Guarantor or the Advance Facility Agent may remove and discharge the Bank as 

Custodian and Paying Agent (or any successor custodian and paying agent thereafter appointed) 

without cause from the performance of its obligations under this Agreement upon at least thirty 

(30) days' prior written notice to the Bank. Promptly after the giving of notice of removal to the 

Bank as Custodian and Paying Agent, subject to the provisions of the LLC Operating Agreement 

and the Reimbursement, Security and Guaranty Agreement as they relate to the Company, the 

Company shall appoint, by written instrument, a successor Custodian and Paying Agent. 

(c) Effectiveness. Upon appointment of a successor Custodian and Paying Agent, the 

successor Custodian and Paying Agent shall execute, acknowledge and deliver an instrument 

accepting such appointment under, and agreeing to be bound by the terms of, this Agreement, at 

which time the resignation or removal of the predecessor Custodian and Paying Agent shall 

become effective and the successor Custodian and Paying Agent, without any further act, deed or 

conveyance, shall become fully vested with all rights, powers, duties and obligations of the 

Custodian and the Paying Agent under this Agreement, as if originally named Custodian and 

Paying Agent hereunder. One original counterpart of such instrument shall be delivered to each 

of the Company, the predecessor Custodian and Paying Agent and the successor Custodian and 

Paying Agent. 

(d) Transfer of Documents. In the event of any removal or resignation as Custodian 

and Paying Agent, the Bank shall promptly transfer to the successor Custodian and Paying 

Agent, as directed, all Custodial Documents and funds deposited in the Accounts, and the 

Company and the Bank shall execute and deliver such instruments and do such other things as 

may reasonably be required for more fully and certainly vesting and confirming in the successor 

Custodian and Paying Agent all rights, powers, duties and obligations of the Bank as Custodian 

and Paying Agent under this Agreement. 

(e) Costs. The Company shall be responsible for payment to the successor Custodian 

and Paying Agent of all fees and expenses of the successor Custodian and Paying Agent and any 

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fees and expenses for transferring Custodial Documents and funds deposited in the Accounts to 

the successor Custodian and Paying Agent. 

ARTICLE X 

REPRESENT ATIONS, WARRANTIES AND COVENANTS 

Section 10.1 Representations, Warranties and Covenants. The Bank as Custodian and 

Paying Agent and the Company, as applicable, represent and warrant to each other as follows: 

(a) it has the requisite power and authority and the legal right to execute and deliver, 

and to perfonn its obligations under, this Agreement, and has taken all necessary corporate or 

other action to authorize its execution, delivery and perfonnance of this Agreement; 

(b) no consent or authorization of, filing with, or other act by or in respect of, any 

United States or non-United States national, federal, state, local or provincial or international 

government or any political subdivision of any governmental, regulatory or administrative 

authority, agency or commission, or judicial or arbitral body, and no consent of any other Person 

(including any stockholder or creditor) is required in connection with the execution, delivery, 

perfonnance, validity or enforceability of this Agreement by it; 

(c) this Agreement has been duly executed and delivered on behalf of it and 

constitutes a legal, valid and binding obligation of it enforceable in accordance with its tenns, 

except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium 

or similar laws affecting the enforcement of creditors' rights general1y and by general principles 

of equity (whether enforcement is sought in a proceeding in equity or at law); and 

(d) the Bank (i) is a bank, trust company or title insurance company subject to 

supervision and examination by any federal or state regulatory authority, (ii) is experienced in 

providing services of the type required to be perfonned by the Bank as the Custodian and Paying 

Agent under this Agreement, (iii) is qualified and licensed to do business in each jurisdiction in 

which the Custodial Documents will be held to the extent required unless and to the extent the 

failure to be so qualified or licensed will not have a material adverse effect on the Custodian or 

its ability to perform its obligations hereunder, (iv) is not prohibited from exercising custodial 

powers in any jurisdiction in which the Custodial Documents are or will be held, (v) has 

combined capital and surplus of at least $50,000,000 as reported in its most recent report of 

condition, (vi) has the facilities to safeguard the funds deposited in the Accounts, the Loan 

Documents and other Custodial Documents and (vii) is not an Affiliate of the Company or of any 

Servicer. 

Section 10.2 Insurance. At its own expense, the Custodian and Paying Agent shall 

maintain at all times and keep in full force and effect (a) fire and other casualty insurance, (b) 

fidelity insurance, (c) theft of documents insurance, (d) forgery insurance, and (e) errors and 

omissions insurance. All such insurance shall be in amounts, with standard coverage and subject 

to deductibles, as are customary for insurance typically maintained by financial institutions 

which act as paying agent and as custodian of collateral substantially similar to the Custodial 

Documents. Upon written request, the Company shall be entitled to receive a certificate of the 

respective insurer that such insurance is in full force and effect. 

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ARTICLE XI 


REPORTS 


Section 11.1 Custodian and Paying Agent Report. 

(a) The Custodian and Paying Agent shall cause to be furnished to the Managing 

Member, the Receiver, the Purchase Money Note Guarantor and the Advance Facility Agent, no 

later than 12:00 noon, New York City time, on each Distribution Date, a report for the applicable 

Due Period (the "Custodian and Paying Agent Report") with respect to the Loans and 

Collateral (including the Accounts setting forth in reasonable detail the balances of and any 

investments in such Accounts as of such date and all deposits to and disbursements, inciuding of 

all Loan Proceeds and Working Capital Advances in respect of fees and expenses of the 

Custodian and Paying Agent, fees and expenses of the Verification Contractor or the 

Management Fee from such Accounts, including the date on which made, since the date of the 

previous report) held by the Custodian and Paying Agent pursuant to this Agreement and on such 

other information as may otherwise be agreed by the parties with respect to such Due Period, all 

as set forth on Exhibit I. The Custodian and Paying Agent shall follow the procedures and 

perform the calculations and reconciliations required to prepare the Custodian and Paying Agent 

Report, in each case as set forth on Exhibit I. 

(b) The Custodian and Paying Agent Report shall be based on infonnation, upon 

which the Custodian and Paying Agent may conclusively rely, included in (i) the Managing 

Member's Monthly Report for the applicable Due Period and certified by an Authorized 

Representative ofthe Managing Member, (ii) the Distribution Date Report for the applicable Due 

Period, and (iii) such other information as may be agreed upon by the parties, all as set forth in 

Exhibit I. 

Section 11.2 Additional Reports. 

(a) Within two (2) Business Days after receipt of a written request ofthe Company, 

the Collateral Agent, the Purchase Money Note Guarantor or the Advance Facility Agent for a 

Custodial Report or an updated Loan Schedule and Exception List, the Custodian and Paying 

Agent shall provide the requesting party with the Custodial Report or the updated Loan Schedule 

and Exception List, as applicable. 

(b) The Custodian and Paying Agent shall provide any additional information or 

reports relating to the Accounts and the transactions therein reasonably requested from time to 

time by the Company, the Collateral Agcnt, the Purchase Money Note Guarantor or the Advance 

Facility Agent in the case of any Account. 

Section 11.3 Company and Servicer Distribution Date Accounting. For each Due 

Period, the Company shall render or cause the Managing Member or Servicer to render to the 

Paying Agent an accounting determined as of the close of business on the applicable 

Determination Date and certified by an Authorized Representative of the Company (the 

"Distribution Date Report"). The Company shall provide the Distribution Date Report to the 

Paying Agent on the fifteenth (15 lh) of each month after the applicable Determination Date, or if 

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Corus - Cuslodial and Paying Agcncy Agreemenl 

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such day is not a Business Day, the next succeeding day that is a Business Day. The Distribution 

Date Report shall contain the following infonnation: 

(a) the aggregate amount ofLoan Proceeds as ofthe close of business on such 

Detennination Date, after giving effect to Loan Proceeds received with respect to the applicable 

Due Period; 

(b) the amount of Principal Proceeds and the amount ofInterest Proceeds received 

during the applicable Due Period; 

(c) the amount ofPrincipal Proceeds constituting Excess Proceeds received during 

the applicable Due Period; 

(d) the amount of Working Capital Advances in respect of fees and expenses of the 

Custodian and Paying Agent, fees and expenses ofthe Verification Contractor or the 

Management Fee received during the applicable Due Period; and 

(e) 	 for the Collection Account: 

(i) the amount to be transferred from the Collection Account to the 

Distribution Account which shall equal the sum of: (w) all Loan Proceeds received for 

the applicable Due Period plus (x) all Working Capital Advances in respect of fees and 

expenses of the Custodian and Paying Agent, fees and expenses of the Verification 

Contractor or the Management Fee received for the applicable Due Period less (y) the 

total amount of funds withdrawn from the Collection Account as pennitted pursuant to 

Section 3.1 for the applicable Due Period less (z) $5,000,000; and 

(ii) the amounts payable from the Collection Account (through a 

transfer to the Distribution Account) pursuant to the Priority of Payments, specifically 

including: 

1. 	 The amount of fees and expenses, including any 

indemnification payments, payable to the Custodian and 

Paying Agent, 

2. 	 The amount of fees and expenses, including any 

indemnification payments, payable to the Verification 

Contractor, 

3. 	 For any Due Period, the amount of the Management Fee 

payable to the Initial Member and the amount of 

Management Fee payable to the Managing Member, 

4. 	 The amount of indemnification and reimbursement 

obligations payable to each of the Initial Member, the 

Purchase Money Note Guarantor, the Advance Facility 

Agent and the Collateral Agent, 

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5. 	 The amount of accrued and unpaid interest payable to each 

Advance Lender pursuant to the Advance Facility, 

6. 	 The amount of Principal Proceeds and Interest Proceeds 

payable as principal of Working Capital Loans to each 

Advance Lender pursuant to the Advance Facility, 

7. 	 The amount of Principal Proceeds and Interest Proceeds 

payable as principal ofTerm Loans to each Advance 

Lender pursuant to the Advance Facility, 

8. 	 The reimbursement amounts and any accrued interest 

thereon payable to the Purchase Money Note Guarantor for 

previous payments made by it under the Purchase Money 

Note Guaranty, 

9. 	 The amount of Principal Proceeds and Interest Proceeds to 

be deposited in the Defeasance Account, 

10. 	 The amount ofreimbursement of Excess Working Capital 

Advances payable to the Private Owner, 

11. 	 The amount of Principal Proceeds and Interest Proceeds to 

be deposited in the Advance Lender Escrow Account, and 

12. 	 The amount of Principal Proceeds and Interest Proceeds 

payable as distributions to the Initial Member and to the 

Private Owner. 

Section 11.4 Distribution Date Instructions. Each Distribution Date Report shall 

contain instructions to the Paying Agent to withdraw on the related Distribution Date from the 

Distribution Account and payor transfer the amounts set forth in such report in the manner 

specified, and in accordance with the priorities established, in Section 5.1 of this Agreement. 

Section 11.5 Books and Records. The Paying Agent shall maintain all such accounts, 

books and records as may be necessary to properly record all transactions carried out by it with 

respect to the Accounts, including the disbursement of all Loan Proceeds and Working Capital 

Advances. The Paying Agent shall also maintain a complete and accurate set of files, books and 

records regarding the Loans and the Collateral. This obligation to maintain a complete and , 

accurate set of records shall encompass all files in the Custodian and Paying Agent's custody, 

possession or control pertaining to the Loans and the Collateral, including all Custodial 

Documents. The Paying Agent shall permit the Company, the Collateral Agent, the Purchase 

Money Note Guarantor and the Advance Facility Agent to examine such accounts, books and 

records that relate to any Account, provided that any such examination shall occur upon 

reasonable prior notice and during normal business hours. 

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ARTICLE XII 


NO ADVERSE INTERESTS 


Section 12.1 No Adverse Interests. By execution of this Agreement, the Bank 

represents and warrants that it currently holds, and during the term ofthis Agreement shall hold, 

no adverse interest, by way of security or otherwise, in any Loan, and hereby waives and releases 

any such interest which it may have in any Loan as of the date hereof. The Loans shall not be 

subject to any security interest, lien or right to set-off by the Bank or any third party claiming 

through the Bank, and the Bank shall not pledge, encumber, hypothecate, transfer, dispose of, or 

otherwise grant any third party interest in, any of the Loans. 

ARTICLE XIII 


LIABILITY AND INDEMNIFICATION 


Section 13.1 Liability; Indemnification. 

(a) The Company shall indemnify and hold harmless the Custodian and Paying Agent 

and the directors, officers, agents and employees of the Custodian and Paying Agent against any 

and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 

expenses or disbursements of any kind or nature whatsoever, including reasonable attorney's 

fces and litigation costs, that may be imposed on, incurred by, or asserted against it or them in 

any way relating to or arising out of this Agreement or any action taken or not taken by it or 

them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, 

judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted 

against the Custodian and Paying Agent because of the breach by the Custodian and Paying 

Agent of its obligations hereunder, which breach was caused by negligence, lack of good faith or 

willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, 

agents or employees of the Custodian and Paying Agent. The foregoing indemnification shall 

survive any resignation or removal of the Custodian and Paying Agent or the termination or 

assignment of this Agreement. 

(b) In the event that the Custodian fails to produce a Custodial Document that was not 

identified as an Exception in the then controlling Loan Schedule and Exception List within two 

(2) Business Days after required or requested by the Company, and such Custodial Document is 

not outstanding pursuant to a Request for Release and Receipt in the form attached as Exhibit D 

(a "Custodial Delivery Failure"), then (i) with respect to any missing Note with respect to 

which a Custodial Delivery Failure has occurred and has continued in excess of three 

(3) Business Days, the Custodian shall promptly deliver to the Company upon request, a Lost 

Instrument Affidavit in the foml attached as Exhibit E (unless the original Note shall have been 

delivered prior to such time) and (ii) with respect to any missing document related to such Loan, 

including a missing Note, (I) the Custodian shall indemnify the Company, the Collateral Agent, 

the Purchase Money Note Guarantor and the Advance Facility Agent in accordance with 

Section 13. I(c) and, (2) at the Company's option, at any time the long term obligations of the 

Custodian are rated below the second highest rating category of Moody's Investors Service, Inc. 

or Standard and Poor's Ratings Group, a division of McGraw-Hill, Inc., the Custodian shall 

obtain and maintain an insurance bond naming the Company, the Collateral Agent, the Purchase 

Money Note Guarantor and the Advance Facility Agent, and their successors in interest and 

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assigns as loss payees, insuring against any losses associated with the loss of such document, in 

an amount equal to the then outstanding principal balance of the related Loan or such lesser 

amount requested by the Company in the Company's sole discretion. 

(c) The Custodian and Paying Agent hereby indemnifies and holds harmless the 

Company, the Collateral Agent, the Purchase Money Note Guarantor and the Advance Facility 

Agent and their respective directors, officers, employees, agents and designees, against any and 

all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 

disbursements of any kind or nature whatsoever, including reasonable attorneys' fees and 

litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way 

relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent's 

negligence, lack of good faith or willful misconduct or any breach of any ofthe conditions, 

representations, warranties or obligations of the Custodian and Paying Agent contained herein; 

provided that in no event shall the Custodian and Paying Agent or any directors, officers, agents 

or employees of the Custodian and Paying Agent have any liability with respect to any special, 

indirect, punitive or consequential damages suffered by the Company. The foregoing 

indemnification shall survive any termination or assignment of this Agreement. 

ARTICLE XIV 

CUSTODIAN AND PAYING AGENT 

Section 14.1 Reliance of Custodian and Paying Agent. 

(a) Documents; Communications. The Custodian and Paying Agent may rely 

conclusively on any request, instruction, certificate, direction, receipt, demand, consent, 

resolution, statement, instrument, opinion, report, notice or other document or communication 

furnished to the Custodian and Paying Agent hereunder or under any Loan Document that the 

Custodian and Paying Agent believes in good faith (i) to have been signed or presented by an 

Authorized Representative and (ii) conforms in form to the requirements of this Agreement; 

provided, however, that in the case of any request, instruction, certi ficate, direction, receipt, 

demand, consent, resolution, statement, instrument, opinion, report, notice or other document or 

communication which by any provision hereof is specifically required to be furnished to the 

Custodian and Paying Agent, the Custodian and Paying Agent shall be under a duty to examine 

the same in accordance with the requirements of this Agreement and any Loan Document. 

(b) Requested Instructions. Subject to the provisions of Section 7.2{d), in which case 

the Custodian and Paying Agent shall take instructions only from the Collateral Agent, if the 

Custodian and Paying Agent requests instructions from the Company with respect to any act, 

action or failure to act in connection with this Agreement, the Custodian and Paying Agent shall 

be entitled (without incurring any liability therefor to the Company, the Collateral Agent, the 

Purchase Money Note Guarantor, the Advance Facility Agent or any other Person) to rdrain 

from taking such action and continue to refrain from acting unless and until the Custodian and 

Paying Agent shall have received written instructions from the Company (or the Collateral 

Agent, as the case may be). 

(c) Certificates. Whenever the Custodian and Paying Agent shall deem it necessary 

or desirable that a matter be proved or established in connection with taking or omitting any 

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action by it hereunder, such matter (unless other evidence in respect thereofbe herein 

specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part 

of the Custodian and Paying Agent, be deemed to be conclusively proved or established by a 

certificate of an Authorized Representative of the relevant Party delivered to the Custodian and 

Paying Agent. 

(d) Reliance on Experts. The Custodian and Paying Agent may consult with and 

obtain advice from reputable and experienced outside counsel, certified public accountants which 

are nationally recognized, or other experts and the advice or any opinion of such counsel, 

accountants or other experts shall be full and complete authorization and protection in respect of 

any action taken or omitted by it hereunder in good faith and in accordance with such advicc or 

opinion of counsel, accountants or other experts. 

(e) Limited Risk. None of the provisions of this Agreement shall require the 

Custodian and Paying Agent to expend or risk its own funds or otherwise to incur any liability, 

financial or otherwise, in the perfonnance of any of its duties hereunder, or in the exercise of any 

of its rights or powcrs, if it shall have reasonablc grounds for believing that repayment of such 

funds or indemnity satisfactory to it against such risk or liability is not assured to it. 

(f) Merger or Consolidation. Any corporation into which the Custodian and Paying 

Agent may be merged or converted or with which it may be consolidated, or any corporation 

resulting from any rnerger, conversion or consolidation to which the Custodian and the Paying 

Agent shall be a party, or any corporation succeeding to the business ofthe Custodian and 

Paying Agent, except for any such Person who is or, upon consummation of such transaction, 

will bc an Affiliate of the Company or any Scrvicer, shall be the successor of the Custodian and 

Paying Agent hereunder without the execution or filing of any paper with any party hereto or any 

further act on the part of any of the parties hereto except where an instrument of transfer or 

assignment is required by law to effect such succession, anything herein to the contrary 

notwithstanding; provided that any such successor shall satisfy thc rcpresentations, warranties 

and covenants set forth in Section 10.1 of this Agreement. The Custodian and Paying Agent or 

successor Custodian and Paying Agent shall provide the Company with written notice prior to or 

within ten (10) days aftcr thc consummation of any such transaction. At no time shall an 

Affiliate of the Company or any Servicer be the Custodian and Paying Agent under this 

Agrecment. 

ARTICLE XV 


TAXES 


Section 15.1 Tax Reports. The Custodian and Paying Agcnt shall not be responsible 

for the preparation or filing of any reports or returns relating to fedcral, state or local income 

taxes with respect to this Agreernent, other than in respect of the Custodian and Paying Agent's 

compensation or for reimbursement of expenses. 

Section 15.2 Stamp and Other Similar Taxes. The Company agrees to indemnify and 

hold hannless the Custodian and Paying Agent from, and shall reimburse the Custodian and 

Paying Agent for, any present or future claim for liability for any stamp or other similar tax and 

any penalties or interest with respect thereto, which may be assessed, levied or collected by any 

64 

Corus - Custodial and Paying Agency Agreement 

OocH: IJSI:S74S07(.v22 
jurisdiction in connection with this Agreement. The obligations of the Company under this 

Section 15.2 shall survi ve the tennination of the other provisions of this Agreement. 

Section 15.3 Tax Characterization. Each Holder and beneficial owner of a Purchase 

Money Note, by acceptance of such Purchase Money Note or its interest in such Purchase Money 

Note, shall be deemed to have agreed to treat, and shall treat, such Purchase Money Note as debt 

of the Company for U.S. federal income tax purposes except as otherwise required by law. 

Section 15.4 Back-Up Withholding. Each Holder and beneficial owner of a Purchase 

Money Note, by acceptance ofsuch Note or its interest in such Purchase Money Note, shall be 

deemed to understand and acknowledge that failure to provide the Company, the Custodian or 

the Paying Agent with the applicable U.S. federal income tax certifications (generally, an 

Internal Revenue Service Fonn W-9 (or successor applicable fonn) in the case ofa person that is 

a U.S. Person or an appropriate Internal Revenue Service Fonn W-8 (or successor applicable 

form) in the case of a person that is not a U.S. Person) may result in U.S. federal back-up 

withholding from payments in respect of such Purchase Money Note. 

ARTICLE XVI 


TERM 


Section 16.1 Tenn. This Agreement shall tenninate upon (a) the first to occur of (i) the 

final payment or other liquidation of all of the Loans and (ii) disposition of all Collateral 

(including any REO Property), and (b) the release and delivery to the Company of all Custodial 

Documents held by or in the possession of the Custodian in accordance with the tenns of this 

Agreement. Notwithstanding anything to the contrary herein, this Agreement may be terminated 

without cause upon at least thirty (30) days' prior written notice to the Custodian and Paying 

Agent, by any of the Company, the Collateral Agent, the Purchase Money Note Guarantor and 

the Advance Facility Agent. 

ARTICLE XVII 


AUTHORIZED REPRESENTATIVES 


Section 17.1 Authorized Representatives. Each individual designated as an Authorized 

Representative of any Person is authorized to give and receive notices, requests and instructions 

and to deliver certificates and documents in connection with this Agreement on behalf of such 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

hereunder, is set forth on Exhibit F. From time to time, any Person may, by delivering to the 

other parties hereto a revised copy of Exhibit F, change such Person's Authorized Representative 

(and amend this Agreement to so provide), but until a new Exhibit F with the infonnation 

regarding the successor Authorized Representative is delivered to a party in accordance with this 

Agreement, that party shall be entitled to rely conclusively on the Exhibit F last delivered 

hereunder. 

ARTICLE XVIII 


NOTICES 


Section 18.1 Notices. All notices, requests, demands, and other communications 

required or pennitted to be given or delivered under or by reason ofthe provisions of this 

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Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address ofthe parties specified below for such Person or to such other address or 

electronic mail address as shall be designated by such party in a notice to the other parties. All 

such notices and other communications shall be deemed to be given or made upon the earlier to 

occur of (i) actual receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered 

by hand or by nationally recognized courier service, when signed for (or refused) by or on behalf 

of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the 

mails, postage prepaid; and (C) if delivered by electronic mail, when delivered. In no event shall 

a voice mail message be effective as a notice, communication or confirmation hereunder. 

Ifto the Bank: 

Wells Fargo Bank, N.A. 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Client Services Manager 


Ref: Corus Construction Venture, LLC 


For purposes of cancellation and presentment of Purchase Money Notes: 


Wells Fargo Bank, N.A. 


6th Street & Marquette 


Minneapolis, MN 55479 


Attention: Corporate Trust Services Bondholder Communications 


For purposes of transfer and/or exchange of Purchase Money Notes: 


Wells Fargo Bank, N.A. 


6th Street and Marquette Ave. 


Minneapolis, MN 55479 


Attn: Corporate Trust Services Transfer Agent Department 


If to the Company: 

Corus Construction Venture, LLC 


591 West Putnam Avenue 


Greenwich, CT 06830 


Attention: John McCarthy 


with a copy to: 

Rinaldi, Finkelstein & Franklin, LLC 

591 West Putnam Avenue 

Greenwich, CT 06830 

Attention: Ellis Rinaldi 

Rinaldi@Starwood.com 

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Corus - Custodial and Paymg Agency Agreement 

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Ifto the Advance Facility Agent or the Collateral Agent: 

Timothy A. Kruse 


Senior Capital Markets Specialist 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7026 


Washington, D.C. 20429 


Tkruse@fdic.gov 


with copies to: 

George C. Alexander 


Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Corporation 


Room F-7008 


550 17th Street, N.W. 


Washington, D.C. 20429 


Attention: George C. Alexander 


Galexander@fdic.gov 


Robert W. McComis 


Senior Capital Markets Specialist 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7036 


Washington, D.C. 20429 


Rmccomis@fdic.gov 


David Gearin 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, V A 22226 

Dgearin@fdic.gov 

with a copy by email to: 

Thomas Raburn 


Traburn@fdic.gov 


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Corus - Custodial and Paying Agcncy Agrccment 

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Ifto the Purchase Money Note Guarantor: 

Bret D. Edwards 


Director, Division of Finance 


c/o Federal Deposit Insurance Corporation 


3501 Fairfax Drive (Room E-7056) 


Attention: Bret D. Edwards 


Arlington, V A 22226 


Bedwards@fdic.gov 


with a copy to: 

David Gearin 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Dgearin@fdic.gov 

ARTICLE XIX 


MISCELLANEOUS 


Section 19.1 Governing Law. This Agreement shall be governed by and construed in 

accordance with federal law, but if federal law does not provide a rule of decision, it shall be 

governed by and construed in accordance with the law of the State ofNew York, excluding any 

conflict of laws rule or principle that might refer the governance or the construction of this 

Agreement to the law of another jurisdiction. Nothing in this Agreement shall require any 

unlawful action or inaction by any party hereto. 

Section 19.2 Waiver of Jury Trial. EACH OF THE COMPANY, THE PURCHASE 

MONEY NOTE GUARANTOR, THE ADVANCE FACILITY AGENT, THE COLLATERAL 

AGENT AND THE BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY 

WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE 

ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY 

SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

Section 19.3 Jurisdiction; Venue and Service. 

(a) Each of the Company and the Bank, for itself and its Affiliates, hereby 

irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District 

68 eorus - Custodial and I'~ying Agency Agreement 

Dod; USl:574S076v22 
Court for the District of Columbia for any suit, action or proceeding against it or any of 

its Affiliates commenced by the Purchase Money Note Guarantor, the Advance Facility 

Agent or the Collateral Agent arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document, and waives any right to: 

(A) 	 remove or transfer such suit, action or proceeding to any court or 

dispute-resolution forum other than the court in which the Purchase 

Money Note Guarantor, the Advance Facility Agent or the Collateral 

Agent, as applicable, files the suit, action or proceeding without the 

consent of the Purchase Money Note Guarantor, the Advance Facility 

Agent or the Collateral Agent, as applicable; 

(B) 	 assert that venue is improper in either the United States District Court 

for the Southern District of New York or the United States District 

Court for the District of Columbia; or 

(C) 	 assert that the United States District Court for the Southern District of 

New York or the United States District Court for the District of 

Columbia is an inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced 

by the Purchase Money Note Guarantor, the Advance Facility Agent or the Collateral 

Agent arising out of, relating to, or in connection with this Agreement or any Ancillary 

Document (other than the LLC Operating Agreement), and waives any right to: 

(A) 	 remove or transfer such suit, action or proceeding to any other court or 

dispute-resolution forum without the consent of the Purchase Money 

Note Guarantor, the Advance Facility Agent or the Collateral Agent, 

as applicable; 

(8) 	 assert that venue is improper in the Supreme Court of the State of New 

York; or 

(C) 	 assert that the Supreme Court of the State of New York is an 

inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Company, the 

Bank, or its Affiliates against the Purchase Money Note Guarantor, the Advance Facility 

Agent or the Collateral Agent arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document in only either the United States District Court for 

the Southern District of New York or the United States District Court for the District of 

Columbia, and waives any right to remove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum without the consent of the Purchase Money 

Note Guarantor, the Advance Facility Agent or the Collateral Agent, as applicable, and 

agrees to consent thereafter to transfer of the suit, action or proceeding to either the 

United States District Court for the Southern District of New York or the United States 

69 eorus·· Custodial and Paying Agency Agreement 

Il<d: USI :5745076.22 
District Court for the District ofColumbia at the option of the Purchase Money Note 

Guarantor, the Advance Facility Agent or the Collateral Agent, as applicable; and 

(iv) agrees, if the United States District Court for the Southern District 

ofNew York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 19.3(a)(iii), to bring 

that suit, action or proceeding in only the Supreme Court ofthe State ofNew York, and 

waives any right to remove or transfer such suit, action or proceeding to any other court 

or dispute-resolution forum without the consent of the Purchase Money Note Guarantor, 

the Advance Facility Agent or the Collateral Agent, as applicable. 

(b) Each of the Company and the Bank, on behalf of itself and its Affiliates, hereby 

irrevocably and unconditionally agrees that any final judgment entered against it in any suit, 

action or proceeding falling within Section 19.3(a) may be enforced in any court of competent 

jurisdiction. 

(c) Subject to the provisions of Section 19.3(d}, each ofthe Company and the Bank, 

on behalf of itself and its Affiliates, and each of the Purchase Money Note Guarantor, the 

Advance Facility Agent and the Collateral Agent hereby irrevocably and unconditionally agrees 

that service of all writs, process and summonses in any suit, action or proceeding pursuant to 

Section 19.3(a) or Section 19.3(b) may be effected by the mailing of copies thereof by registered 

or certified mail, postage prepaid, to it at its address for notices pursuant to Section 18.1 (with 

copies to such other Persons as specified therein); provided, however, that nothing contained in 

this Section 19.3(c) shall affect the right of any party to serve process in any other manner 

permitted by Law. 

(d) Nothing in this Section 19.3 shall constitute consent to jurisdiction in any court by 

the FDIC, other than as expressly provided in Section 19.3(a)(iii) and Section 19.3(a)(iv), or in 

any way limit the FDIC's right to remove, transfer, seek to dismiss, or otherwise respond to any 

suit, action, or proceeding against it in any forum. 

Section 19.4 Counterparts. This Agreement may be executed in two (2) or more 

counterparts, each of which shall be deemed an original but all of which together shall constitute 

but one and the same agreement. This Agreement and any amendments hereto, to the extent 

signed and delivered by facsi!llile or other electronic means, shall be treated in all manner and 

respects as an original agreement and shall be considered to have the same binding legal effect as 

if it were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

Section 19.5 Severability. Any provision of this Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

70 

Corus - Custodial and Paying Agency Agreement 

Dod: llSI :5745076v22 
particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including, to the extent 

applicable, by limiting the duration or scope of such provision and/or the Persons against whom, 

and/or the circumstances under which, such provision shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provision, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to clause (x), in such proceeding. Nothing in this Section 19.4 is intended to, 

or shall, limit (1) the ability of any party to this Agreement to appeal any court ruling or the 

effect of any favorable ruling on appeal or (2) the intended effect of Section 19.1. 

Section 19.6 Compliance With Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable laws, as they may pertain to such party's performance of its obligations hereunder. 

Section 19.7 Entire Agreement. This Agreement contains the entire agreement between 

the Company, the Purchase Money Note Guarantor, the Advance Facility Agent, the Collateral 

Agent and the Custodian with respect to the subject matter hereof and supersedes any and all 

other prior agreements, whether oral or written; provided, that the Confidentiality Agreement, 

dated August 27,2009, by and between the FDIC and the Affiliates of the Private Owner named 

therein (including by way ofjoinder) shall remain in full force and effect to the extent provided 

therein, except that the Company's rights under Article VI of the Contribution Agreement shall 

not be deemed a repurchase option for purposes of Section 2 of such Confidentiality Agreement. 

Section 19.8 Assignment; Binding Effect. Except as is permitted pursuant to the 

provisions of this Agreement providing for successor Custodians and Paying Agents, the 

Custodian and Paying Agent shall not assign or delegate this Agreement or any of its rights or 

obligations hereunder without the prior written consent of the Company and any such purported 

assignment or delegation without such consent shall be void ab initio. This Agreement shall be 

binding on and inure to the benefit of the parties hereto and their respective successors and 

permitted assigns, and no other Person or Persons shall have any rights or remedies under or by 

reason of this Agreement. 

Section 19.9 Rights Cumulative. The rights, powers and remedies of the Custodian and 

Paying Agent, the Purchase Money Note Guarantor, the Advance Facility Agent, the Collateral 

Agent and the Company under this Agreement shall be in addition to all rights, powers and 

remedies given to the Custodian and Paying Agent, the Purchase Money Note Guarantor, the 

Advance Facility Agent, the Collateral Agent and the Company by virtue of any statute or rule of 

71 

Corus - Custodial and I'aying Agency Agreement 

()oc~: liSt :574507bv22 
law, or any other agreement, all of which rights, powers and remedies shall be cumulative and 


may be exercised successively or concurrently. 


Section 19.10 Amendments. Subject to the requirements of the LLC Operating 

.Agreement as they relate to the Company, this Agreement may be amended from time to time by 

written agreement signed by the Company, the Purchase Money Note Guarantor, the Advance 

Facility Agent, the Collateral Agent and the Custodian and Paying Agent. 

Section 19.11 Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All section and 

paragraph references contained herein shall refer to sections and paragraphs in this Agreement 

unless otherwise specified. 

72 

Corus . Custodial and Paying Agcm:y Agrcement 

Doc#: USI :5745076v22 
IN WITNESS WHEREOF, the Bank, the Purchase Money Note Guarantor, the Advance 

Facility Agent, the Collateral Agent and the Company have each caused this Agreement to be 

executed as ofthe date first written above. 

Wells Fargo Bank, N.A. 

-­ N 

Federal Deposit Insurance Corporation, in its corporate 

capacity, as Purchase Money Note Guarantor 

By:______________ 

Name: Timothy A. Kruse 

Title: Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation, in its capacity 

as Receiver for Corus Bank, N.A., as Advance Facility 

Agent 

By:______________ 

Name: Timothy A. Kruse 

Title: Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation, in its capacity 

as Receiver for Corus Bank, N.A., as Collateral Agent 

By:______________ 

Name: Timothy A. Kruse 

Title: Senior Capital Markets Specialist 

CONS - CusIOdial and Paying Agmey Agreement 
--

IN WITNESS WHEREOF, the Bank, the Purchase Money Note Guarantor, the Advance 

Facility Agent, the Collateral Agent and the Company have each caused this Agreement to be 

executed as ofthe date first written above. 

Wells Fargo Bank, N.A. 

By: ____________________________ 

Name: 

Title: 

Federal Deposit Insurance Corporation, in its corporate 

capacity, as Purchase Money Note Guarantor 

Nam~y~ 

Title: Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation, in its capacity 

as Receiver for Corus Bank, N.A., as Advance Facility 

Agent 

Federal Deposit Insurance Corporation, in its capacity 

Ag~t 

Nam~yA.~ 

Title: Senior Capital Markets Specialist 

CONS - Custodaa18DCl PayIng Agency Agreement 
Corns Construction Venture, LLC, as the Company 

By: CCV Managing Member, LLC, its 

Managing Member 

2 

Corus - Custodial and Paying Agency Agreement 
EXHIBITB 


FORM OF COLLATERAL CERTIFICATE 


____________,2___ 


Corus Construction Venture, LLC 

Re: 	 Custodial and Paying Agency Agreement, dated October 16,2009, by and between Corus 

Construction Venture, LLC, as the Company, the Federal Deposit Insurance Corporation, 

as the Purchase Money Note Guarantor, the Federal Deposit Insurance Corporation, as 

the Advance Facility Agent, the Federal Deposit Insurance Corporation, as the Collateral 

Agent, and Wells Fargo Bank, N.A., as the Custodian ("Custodial and Paying Agency 

Agreement") 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1 (b) of the Custodial and Paying Agency 

Agreement, the undersigned, as Custodian, hereby certifies that other than the Exceptions listed 

as part of the Loan Schedule and Exceptions List attached hereto (a) (i) it has received all of the 

Custodial Documents required to be delivered with respect to each Loan identified on the Loan 

Schedule and Exceptions List attached hereto, and (ii) the Custodial Documents for each such 

Loan are as listed on such Loan Schedule and Exceptions List, (b) all documents have been 

reviewed and examined by the Custodian in accordance with the Review Procedures, and (c) 

based upon its examination ofthe Custodial Documents, such documents appear (i) regular on 

their face (i.e., are not mutilated, damaged, tom, defaced or otherwise physically altered); (ii) to 

relate to the Loans with respect to which they purport to relate; (iii) to have been executed by the 

named parties; (iv) to be what they purport to be; and (v) where applicable, to be recorded. 

The Custodian makes no representations in or by this Certificate and/or the Custodial and 

Paying Agency Agreement as to: (i) the validity, legality, enforceability or genuineness of any 

of the Custodial Documents or any of the Loans, or (ii) the collectibility, insurability, . 

effectiveness or suitability of any of the Loans. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such temls in the Custodial and Paying Agency Agreement. 

eorus - Custodial and Paying Ag~'Ilcy Agreement B-\ I>oc#: USl:574S{,7bv22 
In confinnation of your acknowledgement of the foregoing, please sign this certificate in the 

place provided below and return an executed copy to us. 

Wells Fargo Bank, N.A., as the Custodian 

By:___________ 

Name: 

Title: 

... 

Acknowledged: 

Corus Construction Venture, LLC, as the Company 

By: 	 CCV Managing Member, LLC 

Managing Member 

By:____________ 

Name: 

Title: 

1.;)

Cor~s -,Cuslodi:il a;;d I;~yi~g Ag~~CY Ag~ccrnCni 13-2 Ilo~';: llS 1 :S'45()76~22 
EXHIBITC 


FORM OF SUPPLEMENTAL DELIVERY CERTIFICATE 


____________,2___ 


Re: 	 Custodial and Paying Agency Agreement, dated October 16, 2009, by and between Corus 

Construction Venture, LLC, as the Company, the Federal Deposit Insurance Corporation, 

as the Purchase Money Note Guarantor, the Federal Deposit Insurance Corporation, as 

the Advance Facility Agent, the Federal Deposit Insurance Corporation, as the Collateral 

Agent, and Wells Fargo Bank, N.A., as the Custodian ("Custodial and Paying Agency 

Agreement") 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.l(d) ofthe Custodial and Paying Agency 

Agreement, the Company, hereby certifies that: (i) attached is a list of additional Custodial 

Documents relating to the Loans, identifying with respect to each such Custodial Document the 

related Loan or, as the case may be, relating to any newly acquired REO Property, and (ii) 

enclosed with this certificate are the Custodial Documents listed on the attached. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in the Custodial and Paying Agency Agreement. 

In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Corus Construction Venture, LLC, as the Company 

By: CCV Managing Member, LLC 

Managing Member 

By:_____________________ 

Name: 

Title: 

Acknowledged: 

Wells Fargo Bank, N.A., as the Custodian 

Corus - Custodial and Paying Agency Agreement C-J !)oc~. US) :5745076v22 
By:____________ 

Name: 

Title: 

Corus - Custodial and Paying Agency Agreement C-2 lloc#" USt :5745076v22 
EXHIBIT D 


REQUEST FOR RELEASE AND RECEIPT 


To: 

Re: 	 Custodial and Paying Agency Agreement, dated October 16, 2009, by and between Corus 

Construction Venture, LLC, as the Company, the Federal Deposit Insurance Corporation, 

as the Purchase Money Note Guarantor, the Federal Deposit Insurance Corporation, as 

the Advance Facility Agent, the Federal Deposit Insurance Corporation, as the Collateral 

Agent, and Wells Fargo Bank, N.A., as the Custodian ("Custodial and Paying Agency 

Agreement") 

In connection with the administration of the Custodial Documents held by you as the 

Custodian pursuant to the Custodial and Paying Agency Agreement, we request the release, and 

acknowledge and certify receipt of, the Custodial Documents for the Loan(s) described on 

Schedule A hereto for the reason indicated below. 

Reason for Requesting Documents (check one) 

1. 	 Loan to be paid in full or received or discounted pay-off accepted or to be 

accepted as payment in full. 

2. 	 Loan to be foreclosed on, or to be modi tied or restructured, or deed to be accepted 

in lieu thereof or required pursuant to court order or other reason related to 

litigation, as permitted under the Custodial and Paying Agency Agreement. 

" 

3. 	 Loan agreed to be sold. 

If some or all of the Custodial Documents for a specified Loan have been previously 

released to us, please release to us any additional Custodial Documents in your possession 

relating to that Loan. If item 2 is checked, upon our return, as appropriate, of the Custodial 

Documents to you as Custodian, please acknowledge your receipt by signing in the space 

indicated below, and returning this form. 

Corus Construction Venture, LLC, as the Company 

By: CCV Managing Member, LLC 

Managing Member 

By:____________ 

Name: 

Title: 

Acknowledged: 

lOruS - Cuslodial and Paying Agem:y Agrccmcnl D-I Doc# tJSI:S14501('vn 
By:_____________ 


Name: 


Title: 


eorus - Custodial and Paying Agency Agreement 

Dod lISI :5745076v22 

D-2 
-------- ----------------

EXHIBITE 

FORM OF LOST INSTRUMENT AFFIDAVIT 

(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Exhibit E and the language "Form ofLost Instrument Affidavit" above.) 

STATEOF _____ § 


§ 


COUNTY OF _____ § 


LOST INSTRUMENT AFFIDAVIT 

(Corus Bank, N.A. Sale) 

Before me, the undersigned authority, personally appeared 

___________, who upon being duly cautioned and sworn deposes and says and 

represents and warrants, to the best of his /her knowledge, as follows: 

1. That s/he is the for 

__________________________, whose address is ________________ 

____ ________ (the "Custodian"). 

2. The Custodian is the document custodian for Corus Construction Venture, 

LLC (the "Company") and, as such, was in possession ofcertain documents with respect to that 

certain loan, obligation or interest in a loan or obligation evidenced by a promissory note, 

evidencing an indebtedness or evidencing rights in an indebtedness (the "Instrument"), as 

follows: 

Loan Number: _____________________ 

Name of Maker: _________________ 

Original Principal Balance: _________ 

Date of Instrument: ___________________ 

3. That the original Instrument has been lost or misplaced. The Instrument 

was not where it was assumed to be, and a diligent search to locate the Instrument was 

undertaken, without results. 

4. That if the Custodian subsequently locates the Instrument, the Custodian 

shall use reasonable efforts to provide written notice to the Company and deliver the Instrument 

to the Company in accordance with written instructions received from the Company (or such 

other party designated in writing by the Company). 

5. That the purpose of this affidavit is to establish such facts. This affidavit 

shall not confer any rights or benefits, causes or claims, representations or warranties (including, 

Corus - Custodial and Payin!: Agency Agreement £-1 Lx.d': US I :5745076v22 
-------------------------

without limitation, regarding ownership or title to the Instrument or the obligations evidenced 

thereby) upon the Company, its successors or assigns. 

6. That the Custodian hereby indemnifies and holds hannless the Company 

and its Affiliates and their respective successors, assigns, directors, officers, employees, 

contractors and agents (the "Indemnified Parties") from and against any and all claims 

(including any claim by any individual or entity for the collection of any sums due under or with 

respect to the Instrument), liabilities, losses, damages, costs and expenses (including reasonable 

attorneys' fees) incurred by any ofthe Indemnified Parties and arising out of or resulting from (i) 

the Custodian's inability to find the Instrument and deliver it to the Company, or (ii) any 

inaccuracy or misstatement of fact, or a breach of any representation, warranty or agreement or 

duty contained, in this affidavit. 

7. This affidavit shal1 be governed by and construed in accordance with the 

laws of the State of New York without reference to any rules of conflicts of laws that might refer 

the governance or construction of this affidavit to the law of any other jurisdiction. 

By: 

Name: 

Title: 

Signed and sworn to before me this __ day of_____________ 

Notary Public 


[SEAL] My Commission expires: _______ 


eorus - Custodi~l ~nd P~ying Agency Agreement E-2 Doc#: USI :5745076v22 
20 

ACKNOWLEDGMENT 


STATEOF ____________ § 

§

COUNTYOF ___________ § 

Before me, the undersigned authority, a Notary Public in and for the county and 

state aforesaid, on this day personally appeared , known to 

me to be the person whose name is subscribed to the foregoing instrument, as _______ 

of acting in the capacity stated above, and acknowledged to 

me that slhe executed the same as the act of , for the 

purposes and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the __ day of 

Notary Public 

[SEAL] My Commission expires: _______ 

emus _. Custodial and Paying Agency Agreement E-3 Doc"- US\-5745076v22 
EXHIBITH 

REVIEW PROCEDURES 

1. The Note and Mortgage each appear to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as the maker and 

Borrower, or in the case of copies of the Mortgage, that such copies bear a reproduction of such 

signature. 

2. The amount of the Note is the same as the amount specified on the related 

Mortgage and Loan Schedule. 

3. The original mortgagee is the same as the payee on the Note. 

4. The Mortgage contains a legal description other than address, city and state; 

provided that Custodian shall have no responsibility for the accuracy, validity or completeness of 

such legal description. 

5. The notary section (acknowledgment) is present and attached to the related 

Mortgage and is signed. 

6. None of the original Note, the copy of the Mortgage, or the original Mortgage 

Assignment, contain any notations on their face which appear in the good faith judgment of 

Custodian to evidence any claims, liens, security interests, encumbrances or restrictions on 

transfer or any other alterations which appear irregular on their face, or if altered, such 

alterations have the initials of the person(s) named as the Borrower. 

7. The Note is endorsed in blank by the original payor or the last endorsee. 

8. Each original Mortgage Assignment in blank and any intervening assignment of 

mortgage, if applicable, appears to bear the original signature of the named mortgagee or 

beneficiary including any subsequent assignors, as applicable, or in the case of copies with 

respect to intervening Mortgage Assignments, that such copies appear to bear a reproduction of 

such signature or signatures, and the intervening Mortgage Assignments evidenc'e a complete 

chain of assignment and transfer of the related Mortgage from the originating Person to the 

Company. The Custodian shall have no obligation to determine whether the certifications 

referenced in the foregoing sentence are authorized or issued by any particular person or officer 

or by a person who is in fact an Authorized Representative or is otherwise authentic. 

9. The date of each intervening Mortgage Assignment is on or after the date of the 

related Mortgage and/or the immediately preceding assignment, as the case may be. 

10. The notary section (acknowledgment) is present and attached to each intervening 

assignment and is signed. 

('orus, Custodial and Paying Agency Agreement B-1 llocn' USI'S74S07(.v22 
11. Based upon a review of the Note, the Loan number, the Mortgagor's name, the 

address of the Mortgaged Property, the original amount of the Note, the original mortgage 

interest rate, the date of the Note, the first payment date and the maturity date and any other 

fields as mutually agreed upon as set forth in the Loan Schedule are correct. 

12. The REO Deed appears to bear an original signature or signatures purporting to 

be the signature or signatures of the Person or Persons named as grantor, or in the case of copies 

of the REO Deed, that such copies bear a reproduction of such signature. 

13. The REO Deed contains a legal description other than address, city and state and 

has evidence of recording thereon provided that the Custodian sha1l have no responsibility for the 

accuracy or completeness of such legal description. 

14. Each document has been executed by the named parties herein. 

15. The Mortgage, REO Deed and Mortgage Assignments have evidence of 

recording. 

eorus - Custodial and Paying Agency Agreement B-2 

l)ocU: USI:5 745076.22 
EXHIBIT I 

CUSTODIAN AND PAYING AGENT REPORT 

[To be attached] 

Corus - Custodial and Paying Agency Agreement 1-1 Doc": US 1 :S74S07C.v22 
,. 

CUSTODIAN AND PAYING AGENT REPORT 

DISTRIBUTION REPORT 

Net Funds Available before Working Capital Advances 

+ Current period Working Capital Advances 

TOTAL FUNDS FOR DISTRIBUTION 

Distributions: 

To Custodian and Payment Agent: 

Custodian and Paying Agent Fee 

To Verification Contractor 

Verification Contractor Fee 

To Advance Facility Agent 

Indemnification/reimbursement amounts due 

To Collateral Agent 

Indemnification/reimbursement amounts due 

To Advance Lender: 

Principal on Working Capital Loans 

Interest on Working Capital Loans 

Total on Working Capital Loans 

Principal on Term Loans 

Interest on Term Loans 

Total on Term Loans 

To Note Guarantor: 

Indemnification/reimbursement amounts due 

Reimbursement of Guarantee Payments 

Interest (only if Purchase Money Trigger Event has 

occurred) 

Total to Note Guarantor 

To Defeasance Account 

To Advance Lender 

Balance due to Advance Lender Escrow Account 

To Managing Member: 

Reimbursement of Excess Working Capital Advances 

Management Fee 

Distribution on Equity 

Total to Managing Member 

To Initial Member: 

Management Fee 

Indemnification/reimbursement amounts due 

Distribution on Equity 

Total to Initial Member 

TOTAL DISTRIBUTIONS 
Corus Transaction 

EXHIBIT J-l 

FORM OF CERTIFICATED NOTE 

[THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 

"SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR 

THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND THE COMPANY HAS 

NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS 

AMENDED (THE "INVESTMENT COMPANY ACT"). THE HOLDER HEREOF, BY ITS 

ACCEPT ANCE OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIANCE 

WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER 

APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND 

THE RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF 

THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND 

AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE 

TRANSFER THIS PURCHASE MONEY NOTE EXCEPT IN COMPLIANCE WITH THE 

SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE 

LA WS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE CERTIFICA nONS 

AND OTHER REQUIREMENTS SPECIFIED IN THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT REFERRED TO HEREIN (A) TO A TRANSFEREE (1) THAT IS A 

"QUALIFIED PURCHASER" WITHIN THE MEANING OF SECTION 3(c)(7) OF THE 

INVESTMENT COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A QUALIFIED PURCHASER, (2) THAT (i) WAS NOT FORMED FOR THE 

PURPOSE OF INVESTING IN THE COMPANY (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), (ii) HAS RECEIVED 

THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS 

A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30,1996, (iii) IS NOT A 

BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS 

THAN U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (iv) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN 

WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY 

DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, AND IN A 

TRANSACTION THAT MA Y BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 

INVESTMENT COMPANY ACT EXEMPTION AND (v) AGREES TO PROVIDE NOTICE 

TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 

IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY 

BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE WITH 

RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1) THAT IS 

NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT) AND 

IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION 

(AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN COMPLIANCE WITH 

ExhibitJ-I -I 
RULE 903 OR RULE 904 OF REGULA nON S UNDER THE SECURITIES ACT AND 

(2) THAT IS NOT A "U.S. RESIDENT" WITHIN THE MEANING OF THE INVESTMENT 

COMPANY ACT AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A 

PRINCIPAL AMOUNT OF NOT LESS THAN U .S.$500,000 FOR THE PURCHASER AND 

FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT.]! 

[THE COMPANY HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT 

COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). THE 

HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY NOTE, 

REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE MONEY NOTE IN A 

TRANSACTION IN COMPLIANCE WITH THE INVESTMENT COMPANY ACT. THE 

HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY NOTE, 

FURTHER REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT 

REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY 

NOTE EXCEPT IN COMPLIANCE WITH THE INVESTMENT COMPANY ACT TO A 

TRANSFEREE (1) THAT IS A "QUALIFIED PURCHASER" WITHIN THE MEANING OF 

SECTION 3(e)(7) OF THE INVESTMENT COMPANY ACT PURCHASING FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED PURCHASER, (2) THAT (i) WAS 

NOT FORMED FOR THE PURPOSE OF INVESTING IN THE COMPANY (EXCEPT WHEN 

EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), 

(ii) HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF 

THE PURCHASER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE 

APRIL 30, 1996, (iii) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A 

DISCRETIONARY BASIS LESS THAN U.S.$25,000,OOO IN SECURITIES OF 

UNAFFILIATED ISSUERS, (iv) IS NOT A PENSION, PROFIT SHARING OR OTHER 

RETIREMENT TRUST FUND OR PLAN IN WHICH THE PARTNERS, BENEFICIARIES 

OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE PARTICULAR 

INVESTMENTS TO BE MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED 

WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION 

AND (v) AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE 

TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND.]2 

[THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER IN 

VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE 

VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE 

TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO 

THE COMPANY, THE PAYING AGENT OR ANY INTERMEDIARY. EACH 

TRANSFEROR OF THIS PURCHASE MONEY NOTE AGREES TO PROVIDE NOTICE OF 

THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND 

! Insert if a Restricted Note. 

2 Insert if an Unrestricted Note. 

Exhibit J-I - 2 Due" liS 15775SQ4, 7 
PAYING AGENCY AGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE 

FOREGOING, THE COMPANY HAS THE RIGHT, UNDER THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT, TO COMPEL ANY OWNER OF THIS PURCHASE 

MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN THE 

PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH 

OWNER.]3 

[THE COMPANY HAS THE RIGHT, UNDER THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, TO COMPEL ANY OWNER OF THIS PURCHASE MONEY 

NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN THE PURCHASE MONEY 

NOTES, OR MAY SELL SllCH INTEREST ON BEHALF OF SUCH OWNER.]4 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAY ABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE 

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) WILL BE REQUIRED TO REPRESENT AND WARRANT 

THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD OF ITS 

HOLDING AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR 

USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR 

SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 

"CODE'") OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT 

TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF 

ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING 

(INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) 

AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) 

WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED 

TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, 

IN THE CASE OF A FOREIGN, GOVERNMENTAL OR CHURCH PLAN, A VIOLATION 

OF ANY SUBSTANTIALLY SIMILAR FOREIGN, FEDERAL, STATE OR LOCAL LAW). 

[Insert OID legend if required pursuant to Section 2A(e) of the Custodial and Paying Agency 

Agreement] 

3 Insert if a Restricted Note. 

4 Insert if a Restricted Note. 

Exhibit J-l - 3 

Doell: llSI·5775594v7 
THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE PAYING 

AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS 

(GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR 

APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE OR AN 

APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR 

APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701 (A)(30) OF THE CODE) MAY 

RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON 

PAYMENTS TO THE HOLDER IN RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS PURCHASE MONEY NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$I,OOO IN 

EXCESS THEREOF. 

Exhibit J-1 - 4 
PURCHASE MONEY NOTE 


Certificate No.: 

ISrN No.: 

CUSlP No.: 

$[---­ ___ ~,2009

FOR VALUE RECEIVED, Corus Construction Venture, LLC, a Delaware 

limited liability company (herein referred to as the "Issuer"), hereby unconditionally 

promises to pay to the order of (__], or its successors and registered assigns, the 

principal sum of$[ ] ([ ] and [_]/100 United States Dollars). No 

interest shall accrue on the outstanding principal amount of this Purchase Money Note. 

The entire outstanding principal amount ofthis Purchase Money Note shall be due and 

payable on [ J(the "Maturity Date") or such earlier date as such amount shall 

become due and payable pursuant to the terms of this Purchase Money Note. 

The principal ofthis Purchase Money Note is payable in such coin or currency of 

the United States of America as at the time of payment is legal tender for payment of 

public and private debts. All payments made by the Issuer with respect to this Purchase 

Money Note shall be subject to the priority of payments set forth in Section 5.1 ofthe 

Custodial and Paying Agency Agreement (as hereinafter defined). This Purchase Money 

Note is subject to all terms of the Custodial and Paying Agency Agreement. Unless 

otherwise defined herein, capitalized terms used in this Purchase Money Note have the 

meanings provided in, or by reference in, that certain Custodial and Paying Agency 

Agreement, dated as of October 16, 2009, among the Issuer, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor of the Purchase Money 

Notes, the Federal Deposit Insurance Corporation, in its capacity as the Receiver for 

Corus Bank, N.A., as the Lender under the Advance Facility, the Federal Deposit 

Insurance Corporation, in its capacity as Receiver for Corus Bank, N.A., as Collateral 

Agent pursuant to the Reimbursement and Security Agreement, and Wells Fargo Bank, 

N.A. (as amended, supplemented or restated from time to time, and including any 

substantially similar agreement entered into by Issuer and any new or successor custodian 

and paying agent, the "Custodial and Paying Agency Agreement"). 

This Purchase Money Note may not be prepaid, in whole or in part, without the 

prior written consent ofthe Purchase Money Note Guarantor and the Advance Lender. 

Any amount repaid or prepaid under this Purchase Money Note may not be reborrowed. 

The Holder, by acceptance ofthis Purchase Money Note, covenants and agrees 

that no recourse may be taken, directly or indirectly, with respect to the rights of the 

Issuer under the Custodial and Paying Agency Agreement or any Ancillary Documents or 

under any certificate or other writing delivered in connection therewith, against the 

Paying Agent or the Servicer or any of their Affiliates. 

Payments on this Purchase Money Note will be made by the Paying Agent by 

wire transfer of immediately available funds to such account as may be specified from 

Exhibit J-l - 5 

" 
time to time by the Holder to the Paying Agent in writing or, at the option of the Holder 

hereof, by check to such address as the Holder shall have designated to the Paying Agent 

in writing, in each case without the presentation or surrender of this Purchase Money 

Note or the making of any notation hereon. Notwithstanding the foregoing, the final 

payment on this Purchase Money Note will be made only upon presentation and 

surrender of this Purchase Money Note at the office or agency maintained for that 

purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of, 

or any other amount owed by the Issuer under, this Purchase Money Note becomes due 

and payable on a day other than a Business Day, the maturity thereof shall be extended to 

the next succeeding Business Day. 

This Purchase Money Note is limited in right ofpayment to certain collections 

and recoveries respecting the Loans, all as more specifically set forth in the Custodial and 

Paying Agency Agreement. As provided in the Custodial and Paying Agency 

Agreement, deposits and withdrawals from the Accounts may be made by the Paying 

Agent from time to time for purposes other than distributions to the Holder. 

This Purchase Money Note is a registered note and may be transferred only upon 

surrender to the Paying Agent (with concurrent written notice to the Issuer of the 

requested transfer) of this :urchase ~one~ Note for registration and transfer, duly 

endorsed by, or accompamed by a wntten Instrument of transfer duly executed by, the 

registered holder hereof or its attorney duly authorized in writing. Upon surrender of this 

Purchase Money Note as above provided, together with the name, address and other 

information for notices of the transferee, the Paying Agent shall promptly register the 

transfer, record thc transfer on this Purchase Money Note and deliver the same to the 

transferee. A transfer of this Purchase Money Note shall be effective upon registration of 

the transfer by the Paying Agent. Prior to registration of such a transfer, the Person in 

whose name this Purchase Money Note is registered shall be deemed the owner and 

Holder thereof for all purposes hcreot~ and the Issuer shall not be affected by any notice 

or knowledge to the contrary. 

Upon request by a transferee of this Purchase Money Note that a new Purchase 

Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to 

it of the ownership of and the loss, theft, destruction or mutilation of this Purchase 

Money Note and (a) in the case ofloss, theft or destruction, of indemnity reasonably 

satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase 

Money Note be issued or in the case ofmutilation, upon surrender and cancellation of the 

Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and 

deliver, in lieu thereof, a new Purchase Money Note. 

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat 

the Person in whose name this Purchase Money Note is registered as the owner and 

Holder hereof for all purposes, and none of the foregoing shall be affected by notice to 

the contrary. 

The occurrence or continuance of anyone or more of the following events, 

whether such occurrence is voluntary or involuntary or comes about or is effected by 

ExhibitJ-1-6 
operation of Law or otherwise, shall constitute an "Event of Default" under this 

Purchase Money Note: 

(X) the occurrence of any "Event of Default," as defined in the 

Reimbursement and Security Agreement; or 

(Y) the Issuer (i) makes an assignment for the benefit of creditors; (ii) 

files a voluntary petition for relief in any Insolvency Proceeding (as defined in the 

Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there 

is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a 

petition or answer seeking for the Issuer any reorganization, arrangement, composition, 

readjustment, liquidation, dissolution, or similar relief under any Law; (v) seeks, consents 

to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Issuer or of 

all or any substantial part ofthe Issuer's properties; (vi) files an answer or other pleading 

admitting or failing to contest the material allegations of a petition filed against the Issuer 

in any proceeding described in clauses (i) through (v); (vii) becomes unable to pay its 

obligations (other than the Purchase Money Notes, unless a Purchase Money Note 

Trigger Event has occurred and is continuing and is not cured within ten (I 0) Business 

Days) as they become due; or (viii) at least sixty (60) days have passed following the 

commencement of any proceeding against the Issuer seeking reorganization, 

arrangement, composition, readjustment, liquidation, dissolution or similar relief under 

any Law, and such proceeding has not been dismissed, or at least sixty (60) days have 

passed following the appointment of a trustee, receiver or liquidator for the Issuer or all 

or any substantial part of the Issuer's properties without the Issuer's agreement or 

acquiescence, and such appointment has not been vacated or stayed, or if such 

appointment has been stayed, at least sixty (60) days have passed following the expiration 

ofthe stay ifsuch appointment has not been vacated. 

Upon the occurrence of an Event of Default specified in parab'Taph (X) above, the 

Holder may, with the consent of the Purchase Money Note Guarantor, and the Holder 

shall, at the direction ofthe Purchase Money Note Guarantor, in addition to any other 

available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to 

be immediately due and payable, together with any other amounts owed by the Issuer 

hereunder, and on delivery of such a notice, the unpaid principal amount of this Purchase 

Money Note and any other amounts owed by the Issuer hereunder, shall forthwith 

become immediately due and payable without the necessity of any presentment, demand, 

protest or any other notice of any kind, all of which are hereby expressly waived by the 

Issuer. If an Event of Default specified in paragraph (Y) above occurs, this Purchase 

Money Note shall forthwith automatically become immediately due and payable, both as 

to principal and as to any other amounts owed by the Issuer hereunder, without any action 

on the part of the Holder and without the consent of the Purchase Money Note Guarantor. 

If and to the extent the Purchase Money Note Guarantor makes any payment to 

the Holder pursuant to or in connection with the Purchase Money Note Guaranty, the 

Purchase Money Note Guarantor shall be subrogated to all of the rights of the Holder 

with respect to any claim to which such payment relates to the extent of such payment, 

Doell: US1·577.ISQ4v7 Exhibit J-l - 7 
and the Holder, upon acceptance of any such payment, will be deemed to have assigned 

to the Purchase Money Note Guarantor any and all claims it may have against the Issuer 

or others and for which the Holder receives payment from the Purchase Money Note 

Guarantor under the Purchase Money Note Guaranty. Upon the request of the Purchase 

Money Note Guarantor, the Holder shall execute written assignments of such claims. 

The Issuer shall pay to the Holder hereof such additional amounts as shall be 

sufficient to pay the Holder's actual and reasonable costs and expenses of collection, 

including without limitation reasonable attorneys' fees. 

No delay, omission or waiver on the part of the Holder in exercising any right 

hereunder shall operate as a waiver of such right or any other right ofthe Holder, nor 

shall any delay, omission or waiver on anyone occasion be deemed a bar to or waiver of 

the same or any other right on any future occasion. Except as otherwise set forth herein, 

the rights and remedies of the Holder are cumulative and not exclusive of any rights or 

remedies the Holder would otherwise have. 

The Issuer's obligations hereunder are absolute and unconditional and shall not be 

affected by any circumstance whatsoever, and the Issuer hereby agrees to make, or cause 

the Paying Agent to make, all payments hereunder in full and when due, whether in 

respect to principal or any other amount owed by the Issuer hereunder, without notice, 

demand, counterclaim, setoff, deduction, defense, abatement, suspension, limitation, 

deferment, diminution, recoupment or other right that the Issuer may have against the 

Holder hereof or any other Person, but subject in all respects to the priority of payment 

set forth in Section 5.1 of the Custodial and Paying Agency Agreement, and the Issuer 

hereby waives and agrees not to assert any defense (other than payment in accordance 

with the tenns hereof), right of counterclaim, setoff or recoupment, or other right which it 

may have against the Holder hereof or any other Person. 

All notices, requests, demands, and other communications required or permitted 

to be given or delivered under or by reason of the provisions ofthis Purchase Money 

Note shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address of the parties specified below for such Person or to such other 

address or electronic mail address as shall be designated by such party in a notice to the 

other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant 

party hereto and (ii) (A) if delivered by hand or by nationally recognized courier service, 

when signed for (or refused) by or on behalf of the relevant party hereto; (B) if delivered 

by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (C) if 

delivered by electronic mail (which fonn of delivery is subject to the provisions ofthis 

parah'Taph), when delivered. In no event shall a voice mail message be effective as a 

notice, communication or confinnation hereunder. 

I f to the Issuer, to: 

Corus Construction V cnture, LLC 


591 West Putnam Avenue 


Ooc#· liS \·577,594,7 Exhibit J-l - 8 
Greenwich. CT 06830 


Attention: John McCarthy 


with a copy to: 

Rinaldi, Finkelstein & Franklin, LLC 


591 West Putnam Avenue 


Greenwich, CT 06830 


Attention: Ellis Rinaldi 


Rinaldi@Starwood.com 


and if to the Holder hereof, to: 

Timothy A. Kruse 


Senior Capital Markets Specialist 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7026 


Washington, D.C. 20429 


Tkruse@fdic.gov 


with copies to: 

George C. Alexander 


Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Corporation 


Room F-7008 


550 17th Street, N.W. 


Washington, D.C. 20429 


Attention: George C. Alexander 


Galexander@fdic.gov 


David Gearin 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, V A 22226 

Dgearin@fdic.gov 

DocU. USI :5775594v7 Exhibit J-I - 9 
Robert W. McComis 


Senior Capital Markets Specialist 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7036 


Washington, D.C. 20429 


Rmccomis@fdic.gov 


with a copy by email to: 

Thomas Raburn 


Traburn@fdic.gov 


In case anyone or more of the provisions hereof should be invalid, illegal or 

unenforceable in any respect, the validity, legality and enforceability of the remaining 

provisions contained herein shall not in any way be affected or impaired thereby. 

This Purchase Money Note shall bind the Issuer and the successors of the Issuer, 

and the term "Issuer" herein shall include the successors of the Issuer. 

The tenns of this Purchase Money Note may be amended from time to time only 

by the written agreement of the Issuer and the Holder, subject in all instances to the terms 

of the Purchase Money Note Guaranty. 

In any case in which consent of the Holder is required pursuant to the terms of 

this Purchase Money Note, such consent shall be governed by the provisions of the 

Custodial and Paying Agency Agreement. 

This Purchase Money Note and the rights and the duties of the Issuer and the 

Holder hereunder shall be governed by and construed in accordance with federal law, but 

if federal law does not provide a rule of decision, it shall be governed by and construed in 

accordance with the law of the State of New York, excluding any conflict oflaws rule or 

principle that might refer the governance or the construction of this Purchase Money 

Note to the law of another jurisdiction. 

(a) Each of the Issuer and each Holder (if such Holder is not the 

FDIC; any Holder that is not the FDIC, a "Non-FDIC Holder"), on behalf of itself and 

its Affiliates, irrevocably and unconditionally: 

(i) consents to the jurisdiction ofthe United States District 

Court for the Southern District of New York and to the jurisdiction of the United States 

District Court for the District of Columbia for any suit, action or proceeding against it or 

any ofits Affiliates commenced by any Holder (if such Holder is the FDIC; the Holder 

that is the FDIC, the "FDIC Holder'") arising out of, relating to, or in connection with 

this Purchase Money Note or any Ancillary Document, and waives any right to: 

Doc#: us I'S775SQ4v7 Exhibit J-l - 10 
(A) remove or transfer such suit, action or proceeding to 

any court or dispute-resolution forum other than the court in which the FDIC Holder files 

the suit, action or proceeding without the consent of the FDIC Holder; 

(B) assert that venue is improper in either the United 

States District Court for the Southern District of New York or the United States District 

Court for the District 0 Columbia; or 

(C) assert that the United States District Court for the 

Southern District of New York or the United States District Court for the District of 

Columbia is an inconvenient forum. 

(ii) consents to the jurisdiction ofthe Supreme Court of the 

State of New York for any suit, action or proceeding against it or any of its Affiliates 

commenced by the FDIC Holder arising out of, relating to, or in connection with this 

Purchase Money Note or any Ancillary Document (other than the LLC Operating 

Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum without the consent of the FDIC Holder; 

(B) assert that venue is improper in the Supreme Court 

ofthe State of New York; or 

(C) assert that the Supreme Court ofthe State of New 

York is an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Issuer, 

cach Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating 

to, or in connection with this Purchase Money Note or any Ancillary Document in only 

either the United States District Court for the Southern District of New York or the 

United States District Court for the District of Columbia, and waives any right to remove 

or transfer such suit, action or proceeding to any other court or dispute-resolution forum 

without the consent ofthe FDIC Holder, and agrees to consent thereafter to transfer of the 

suit, action or proceeding to either the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia at 

the option of the FDIC Holder; and 

(iv) agrees, ifthe United States District Court for the Southern 

District of New York and the United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or proceeding falling within paragraph (a)(iii) 

above, to bring that suit, action or proceeding in only the Supreme Court of the State of 

New York, and waives any right to remove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum without the consent of the FDIC Holder. 

(b) Each of the Issuer and each Non-FDIC Holder, on behalfofitself 

and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

Doell: lISI:5775594v7 Exhibit J- J - II 
entered against it in any suit, action or proceeding falling within paragraph Ca) above may 

be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of paragraph Cd) above, each of the Issuer 

and each Holder, on behalf ofitself and its Affiliates, hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action 

or proceeding pursuant to clause Ca) or clause (b) above may be effected by the mailing of 

copies thereof by registered or certified mail, postage prepaid, to it at its address for 

notices set forth in this Purchase Money Note (with copies to such other Persons as 

specified herein); provided, however, that nothing contained in this paragraph (c) shall 

affect the right of any party to serve process in any other manner pennitted by Law. 

(d) Nothing in paragraph Ca), paragraph (b) or paragraph (c) above 

shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly 

provided in paragraph (a)(iii) and paragraph (a)(iv) above, or in any way limit the FDIC's 

right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or 

proceeding against it in any forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

Interests in this Certificated Note may be exchanged for a beneficial interest in the 

corresponding Global Note, subject to the restrictions as sct forth in the Custodial and 

Paying Agency Agreement. 

Title to Purchase Money Notcs shall pass by registration in the Purchase Money 

Note Register kept by the Purchase Money Note Registrar, which initially shall be the 

Paying Agent. 

No service charge shall be made for registration of transfer or exchange of this 

Purchase Money Note, but the Paying Agent may require payment of a sum sufficient to 

. cover any tax or other governmental charge payable in connection therewith. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

Exhibit J-1 - 12 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, 

manually or in facsimile, by its sole Member as of the date first shown above. 

CORUS CONSTRUCTION VENTURE, 

LLC 

By: Federal Deposit Insurance Corporation, 

as the Receiver for Corus Bank, N.A., as 

sole Member 

By:___________________________ 

Name: 

Title: 

[Signature Page to Corns - Purchase Money Note] 

Exhibit J-l - 13 
------------------------------------

ASSIGNMENT FORM 

For value received 

does hereby sell, assign and transfer unto 

Please insert social security or 

other identifying number of assignee 

Please print or type name 

and address, including zip code, 

of assignee: 

the within Purchase Money Note and does hereby irrevocably constitute and appoint 

__________ as an Attorney-in-fact to transfer this Purchase Money Note on the books ofthe 

Paying Agent with full power of substitution in the premises. 

Date: __________ Your Signature: ________________ 

(Sign exactly as your name 

appears in this Purchase Money Note) 

Exhibit J-1 - 14 
EXHIBIT J-2 


FORM OF GLOBAL NOTE 

[THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR 

PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT 

OF 1933, AS AMENDED WHICH IS EXCHANGEABLE FOR A PERMANENT 

GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH 

HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT 

REFERRED TO HEREIN.]I 

[THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 

"SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE UNITED STATES 

OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND THE 

COMPANY HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT 

COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY 

ACT"). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE 

MONEY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE 

MONEY NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES 

ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE 

LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE 

RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE CUSTODIAL 

AND PAYING AGENCY AGREEMENT. THE HOLDER HEREOF, BY ITS 

ACCEPTANCE OF THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, 

ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, 

PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE WITH THE SECURIT~ES 

ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE 

LAWS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE 

CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN 

(A) TO A TRANSFEREE (1) THAT IS A "QUALIFIED PURCHASER" WITHIN THE 

MEANING OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT 

PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A 

QUALIFIED PURCHASER, (2) THAT (i) WAS NOT FORMED FOR THE PURPOSE 

OF INVESTING IN THE COMPANY (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), (ii) HAS 

RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF 

THE PURCHASER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE 

APRIL 30, 1996, (iii) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS 

ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000 IN SECURITIES OF 

UNAFFILIATED ISSUERS, (iv) IS NOT A PENSION, PROFIT SHARING OR 

OTHER RETIREMENT TRUST FUND OR PLAN IN WHICH THE PARTNERS, 

I Insert if a Temporary Regulation S Global Note 

Exhibit J-2 - I 
BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE 

PARTICULAR INVESTMENTS TO BE MADE, AND IN A TRANSACTION THAT 

MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT 

COMPANY ACT EXEMPTION AND (v) AGREES TO PROVIDE NOTICE TO ANY 

SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 

IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER 

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS 

DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS 

OWN ACCOUNT OR FOR THE ACCOUNT OF A "QUALIFIED INSTITUTIONAL 

BUYER" IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR 

(B) TO A TRANSFEREE (1) THAT IS NOT A U.S. PERSON (AS DEFINED IN 

REGULATION S OF THE SECURITIES ACT) AND IS ACQUIRING THIS 

PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS DEFINED IN 

REGULAnON S OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 

OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND (2) THAT 

IS NOT A ·'U.S. RESIDENT" WITHIN THE MEANING OF THE INVESTMENT 

COMPANY ACT AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A 

PRINCIP AL AMOUNT OF NOT LESS THAN U .S.$500,000 FOR THE PURCHASER 

AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT.f 

[THE COMPANY HAS NOT BEEN REGISTERED UNDER THE U.S. 

INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT 

COMPANY ACT"). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS 

PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS 

PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIANCE WITH THE 

INVESTMENT COMPANY ACT. THE HOLDER HEREOF, BY ITS ACCEPTANCE 

OF THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, 

ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, 

PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY NOTE EXCEPT 

IN COMPLIANCE WITH THE INVESTMENT COMPANY ACT TO A 

TRANSFEREE (1) THAT IS A "QUALIFIED PURCHASER" WITHIN THE 

MEANING OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT 

PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A 

QUALIFIED PURCHASER, (2) THAT (i) WAS NOT FORMED FOR THE PURPOSE 

OF INVESTING IN THE COMPANY (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), (ii) HAS 

RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF 

THE PURCHASER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE 

APRIL 30, 1996, (iii) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS 

ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000 IN SECURITIES OF 

UNAFFILIATED ISSUERS, (iv) IS NOT A PENSION, PROFIT SHARING OR 

OTHER RETIREMENT TRUST FUND OR PLAN IN WHICH THE PARTNERS, 

2 Insert if a Restricted Note. 

Exhibit J-2 -2 
BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE 

PARTICULAR INVESTMENTS TO BE MADE, AND IN A TRANSACTION THAT 

MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT 

COMPANY ACT EXEMPTION AND (v) AGREES TO PROVIDE NOTICE TO ANY 

SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 

IN THIS LEGEND.]3 

[THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER 

IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, 

WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY 

RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO 

THE CONTRARY TO THE COMPANY, THE PAYING AGENT OR ANY 

INTERMEDIARY. EACH TRANSFEROR OF THIS PURCHASE MONEY NOTE 

AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH 

HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT TO 

THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THE COMPANY HAS 

THE RIGHT, UNDER THE CUSTODIAL AND PAYING AGENCY AGREEMENT, 

TO COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCHASE 

MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN 

THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF 

OF SUCH OWNER.)4 

[THE COMPANY HAS THE RIGHT, UNDER THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT, TO COMPEL ANY OWNER OF THIS 

PURCHASE MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS 

DEFINED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL 

ITS INTEREST IN THE PURCHASE MONEY NOTES, OR MAY SELL SUCH 

INTEREST ON BEHALF OF SUCH OWNER.f 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAY ABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE 

MONEY NOTE MA Y ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY 

INQUIRY OF THE PAYING AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY 

NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE 

REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION 

AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF 

3 Insert ifan Unrestricted Note. 

4 Insert if a Restricted Note. 

5 Insert if a Unrestricted Note. 

DocU lISJ577SSQ4v7 Exhibit J-2 -3 
THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER CA) IT IS 

NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A 

PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME 

SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE 

INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 

FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY 

FOREIGN, FEDERAL, STATE OR LOCAL LA W THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 

OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, 

HOLDING (INCLUDING, WITHOUT LIMIT A TION, THE EXERCISE OF RIGHTS 

HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT 

PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 

4975 OF THE CODE (OR, IN THE CASE OF A FOREIGN, GOVERNMENTAL OR 

CHURCH PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR FOREIGN, 

FEDERAL, STATE OR LOCAL LAW). 

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS PURCHASE MONEY 

NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 

SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST 

HEREIN, UNLESS THIS PURCHASE MONEY NOTE IS PRESENTED BY AN 

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST 

COMPANY("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS 

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND 

ANY PURCHASE MONEY NOTE ISSUED IS REGISTERED IN THE NAME OF 

CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN 

AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS 

MADE TO CEDE & CO.). 

[Insert OlD legend ifrequired pursuant to Section 2A(e} of the Custodial and Paying 

Agency Agreement] 

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE 

PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX 

CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) 

OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

NOT A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 

7701 (A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN 

RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 

IN EXCESS THEREOF. 

Doc~ US1:5775SQ4,,7 Exhibit J-2 -4 
PURCHASE MONEY NOTE 


Certificate No.: 

ISIN No.: 

CUSIPNo.: 

$[---­ _____J, 2009

FOR VALUE RECEIVED, Corus Construction Venture, LLC, a Delaware 

limited liability company (herein referred to as the "Issuer"), hereby unconditionally 

promises to pay to the order of [__], or its successors and registered assigns, the 

principal sum of$[ J([ ] and [_]/1 00 United States Dollars) (or 

such other amount as shall be the outstanding principal amount ofthis Purchase Money 

Note shown on Schedule A hereto). No interest shall accrue on the outstanding principal 

amount of this Purchase Money Note. The entire outstanding principal amount ofthis 

Purchase Money Note shall be due and payable on [ 1(the "Maturity Date") or 

such earlier date as such amount shall become due and payable pursuant to the terms of 

this Purchase Money Note. 

The principal of this Purchase Money Note is payable in such coin or currency of 

the United States of America as at the time of payment is legal tender for payment of 

public and private debts. All payments made by the Issuer with respect to this Purchase 

Money Note shall be subject to the priority of payments set forth in Section 5. I of the 

Custodial and Paying Agency Agreement (as hereinafter defined). This Purchase Money 

Note is subject to all terms of the Custodial and Paying Agency Agreement. Unless 

otherwise defined herein, capitalized terms used in this Purchase Money Note have the 

meanings provided in, or by reference in, that certain Custodial and Paying Agency 

Agreement, dated as of October 16,2009, among the Issuer, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor of the Purchase Money 

Notes, the Federal Deposit Insurance Corporation, in its capacity as the Receiver for 

Corus Bank, N.A., as the Lender under the Advance Facility, the Federal Deposit 

Insurance Corporation, in its capacity as Receiver for Corus Bank, N.A., as Collateral 

Agent pursuant to the Reimbursement and Security Agreement, and Wells Fargo Bank, 

N.A. (as amended, supplemented or restated ftom time to time, and including any 

substantially similar agreement entered into by Issuer and any new or successor custodian 

and paying agent, the "Custodial and Paying Agency AgreemenC). 

This Purchase Money Note may not be prepaid, in whole or in part, without the 

prior written consent of the Purchase Money Note Guarantor and the Advance Lender. 

Any amount repaid or prepaid under this Purchase Money Note may not be rcborrowed. 

The Holder, by acceptance of this Purchase Money Note, covenants and agrees 

that no recourse may be taken, directly or indirectly, with respect to the rights of the 

Issuer under the Custodial and Paying Agency Agreement or any Ancillary Documents or 

under any certificate or other writing delivered in connection therewith, against the 

Paying Agent or the Servicer or any oftheir Affiliates. 

D"c#: lIS1 57755Q4v7 Exhibit J-2 -5 
Payments on this Purchase Money Note will be made by the Paying Agent by 

wire transfer of immediately available funds to such account as may be specified from 

time to time by the Holder to the Paying Agent in writing or, at the option ofthe Holder 

hereof, by check to such address as the Holder shall have designated to the Paying Agent 

in writing, in each case without the presentation or surrender of this Purchase Money 

Note or the making of any notation hereon. Notwithstanding the foregoing, the final 

payment on this Purchase Money Note will be made only upon presentation and 

surrender of this Purchase Money Note at the office or agency maintained for that 

purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of, 

or any other amount owed by the Issuer under, this Purchase Money Note becomes due 

and payable on a day other than a Business Day, the maturity thereof shall be extended to 

the next succeeding Business Day. 

This Purchase Money Note is limited in right of payment to certain collections 

and recoveries respecting the Loans, all as more specifically set forth in the Custodial and 

Paying Agency Agreement. As provided in the Custodial and Paying Agency 

Agreement, deposits and withdrawals from the Accounts may be made by the Paying 

Agent from time to time for purposes other than distributions to the Holder. 

This Purchase Money Note is a registered note and may be transferred only upon 

surrender to the Paying Agent (with concurrent written notice to the Issuer of the 

requested transfer) ofthis Purchase Money Note for registration and transfer, duly 

endorsed by, or accompanied by a written instrument of transfer duly executed by, the 

registered holder hereof or its attorney duly authorized in writing. Upon surrender of this 

Purchase Money Notc as above provided, together with the name, address and other 

information for notices of the transferee, the Paying Agent shall promptly register the 

transfcr, record the transfer on this Purchase Money Note and deliver the same to the 

transferee. A transfer ofthis Purchase Money Note shall be effective upon registration of 

the transfer by thc Paying Agent. Prior to registration of such a transfer, the Person in 

whose name this Purchase Money Note is registered shall be deemed the owner and 

Holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice 

or knowledge to the contrary. 

Upon request by a transferee of this Purchase Money Note that a new Purchase 

Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to 

it of the ownership of and the loss, theft, destruction or mutilation of this Purchase 

Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably 

satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase 

Money Note be issued or in the case ofmutilation, upon surrender and cancellation of the 

Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and 

deliver, in lieu thereof, a new Purchase Money Note. 

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat 

the Person in whosc name this Purchase Money Note is registered as the owner and 

Holder hereoffor all purposcs, and none ofthe foregoing shall be affected by notice to 

the contrary. 

DocU: lJSI.S77~~Y4\'7 Exhibit J-2 -6 
The occurrence or continuance of anyone or more ofthe following events, 

whether such occurrence is voluntary or involuntary or comes about or is effected by 

operation of Law or otherwise, shall constitute an "Event of Default" under this 

Purchase Money Note: 

(X) the occurrence of any "Event of Default," as defined in the 

Reimbursement and Security Agreement; or 

(Y) the Issuer (i) makes an assignment for the benefit of creditors; (ii) 

files a voluntary petition for relief in any Insolvency Proceeding (as defined in the 

Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there 

is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a 

petition or answer seeking for the Issuer any reorganization, arrangement, composition, 

readjustment, liquidation, dissolution, or similar relief under any Law; (v) seeks, consents 

to, or acquiesces in the appointment of a trustee, receiver or liquidator ofthe Issuer or of 

all or any substantial part ofthe Issuer's properties; (vi) files an answer or other pleading 

admitting or failing to contest the material allegations of a petition filed against the Issuer 

in any proceeding described in clauses (i) through (v); (vii) becomes unable to pay its 

obligations (other than the Purchase Money Notes, unless a Purchase Money Note 

Trigger Event has occurred and is continuing and is not cured within ten (10) Business 

Days) as they become due; or (viii) at least sixty (60) days have passed following the 

commencement of any proceeding against the Issuer seeking reorganization, 

arrangement, composition, readjustment, liquidation, dissolution or similar relief under 

any Law, and such proceeding has not been dismissed, or at least sixty (60) days have 

passed following the appointment of a trustee, receiver or liquidator for the Issuer or all 

or any substantial part of the Issuer's properties without the Issuer's agreement or 

acquiescence, and such appointment has not been vacated or stayed, or if such 

appointment has been stayed, at least sixty (60) days have passed following the expiration 

ofthe stay if such appointment has not been vacated. 

Upon the occurrence of an Event of Default specified in paragraph (X) above, the 

Holder may, with the consent of the Purchase Money Note Guarantor, and the Holder 

shall, at the direction of the Purchase Money Note Guarantor, in addition to any other 

available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to 

be immediately due and payable, together with any other amounts owed by the Issuer 

hereunder, and on delivery of such a notice, the unpaid principal amount of this Purchase 

Money Note and any other amounts owed by the Issuer hereunder, shall forthwith 

become immediately due and payable without the necessity of any presentment, demand, 

protest or any other notice of any kind, all of which are hereby expressly waived by the 

Issuer. If an Event of Default specified in paragraph (Y) above occurs, this Purchase 

Money Note shall forthwith automatically become immediately due and payable, both as 

to principal and as to any other amounts owed by the Issuer hereunder, without any action 

on the part of the Holder and without the consent ofthe Purchase Money Note Guarantor. 

If and to the extent the Purchase Money Note Guarantor makes any payment to 

the Holder pursuant to or in connection with the Purchase Money Note Guaranty, the 

Doc# IISI.S77SS94\"7 Exhibit J-2 -7 
Purchase Money Note Guarantor shall be subrogated to all of the rights of the Holder 

with respect to any claim to which such payment relates to the extent of such payment, 

and the Holder, upon acceptance of any such payment, will be deemed to have assigned 

to the Purchase Money Note Guarantor any and all claims it may have against the Issuer 

or others and for which the Holder receives payment from the Purchase Money Note 

Guarantor under the Purchase Money Note Guaranty. Upon the request of the Purchase 

Money Note Guarantor, the Holder shall execute written assignments ofsuch claims. 

The Issuer shall pay to the Holder hereof such additional amounts as shall be 

sufficient to pay the Holder's actual and reasonable costs and expenses of collection, 

including without limitation reasonable attorneys' fees. 

No delay, omission or waiver on the part of the Holder in exercising any right 

hereunder shall operate as a waiver of such right or any other right of the Holder, nor 

shall any delay, omission or waiver on anyone occasion be deemed a bar to or waiver of 

the same or any other right on any future occasion. Except as otherwise set forth herein, 

the rights and remedies of the Holder are cumulative and not exclusive of any rights or 

remedies the Holder would otherwise have. 

The Issuer" s obligations hereunder are absolute and unconditional and shall not be 

affected by any circumstance whatsoever, and the Issuer hereby agrees to make, or cause 

the Paying Agent to make, all payments hereunder in full and when due, whether in 

respect to principal or any other amount owed by the Issuer hereunder, without notice, 

demand, counterclaim. setoff, deduction, defense, abatement, suspension, limitation, 

defennent, diminution, recoupment or other right that the Issuer may have against the 

Holder hereof or any other Person, but subject in all respects to the priority of payment 

set forth in Section 5.1 of the Custodial and Paying Agency Agreement, and the Issuer 

hereby waives and agrees not to assert any defense (other than payment in accordance 

with the terms hereof). right of counterclaim, setoff or recoupment, or other right which it 

may have against the Holder hereof or any other Person. 

All notices, requests, demands, and other communications required or pennitted 

to be given or delivered under or by reason of the provisions of this Purchase Money 

Note shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address of the parties specified below for such Person or to such other 

address or electronic mail address as shall be designated by such party in a notice to the 

other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant 

party hereto and (ii) (A) if delivered by hand or by nationally recognized courier service, 

when signed for (or refused) by or on behalf of the relevant party hereto; (B) if delivered 

by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (C) if 

delivered by electronic mail (which form of delivery is subject to the provisions of this 

para6'Taph), when delivered. In no event shall a voice mail message be effective as a 

notice, communication or confirmation hereunder. 

If to the Issuer, to: 

!Joe# : us 1·5775594.7 Exhibit J-2 -8 
Corus Construction Venture, LLC 


591 West Putnam Avenue 


Greenwich, CT 06830 


Attention: John McCarthy 


with a copy to: 

Rinaldi, Finkelstein & Franklin, LLC 


591 West Putnam Avenue 


Greenwich, CT 06830 


Attention: Ellis Rinaldi 


Rinaldi@Starwood.com 


and if to the Holder hereof, to: 

Timothy A. Kruse 


Senior Capital Markets Specialist 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7026 


Washington, D.C. 20429 


Tkruse@fdic.gov 


with copies to: 

George C. Alexander 


Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Corporation 


Room F-7008 


550 17th Street, N.W. 


Washington, D.C. 20429 


Attention: George C. Alexander 


Galexander@fdic.gov 


David Gearin 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, V A 22226 

Dgearin@fdic.gov 

Robert W. McComis 


Senior Capital Markets Specialist 


Federal Deposit Insurance Corporation 


Doc#: liS I :5775594\'7 Exhibit J-2 -9 
550 17th Street, N.W. 


Room F-7036 


Washington, D.C. 20429 


Rmccomis@fdic.gov 


with a copy by email to: 

Thomas Raburn 


Trabum@fdic.gov 


In case anyone or more of the provisions hereof should be invalid, illegaJ or 

unenforceable in any respect, the validity, legality and enforceability of the remaining 

provisions contained herein shall not in any way be affected or impaired thereby. 

This Purchase Money Note shall bind the Issuer and the successors of the Issuer, 

and the tenn "Issuer" herein shall include the successors of the Issuer. 

The terms of this Purchase Money Note may be amended from time to time only 

by the written agreement of the Issuer and the Holder, subject in all instances to the terms 

ofthe Purchase Money Notc Guaranty. 

In any case in which consent of the Holder is required pursuant to the terms of 

this Purchase Money Note, such consent shall be governed by the provisions of the 

Custodial and Paying Agency Agreement. 

This Purchase Money Note and the rights and the duties of the Issuer and the 

Holder hereunder shall be governed by and construed in accordance with federal law, but 

iffederal law does not provide a rule of decision, it shall be governed by and construed in 

accordance with the law of the State of New York, excluding any conflict of laws rule or 

principle that might refer the governance or the construction of this Purchase Money 

Note to the law of another jurisdiction. 

(a) Each ofthe Issuer and each Holder (if such Holder is not the 

FDIC; any Holder that is not the FDIC, a "Non-FDIC Holder"). on behalf of itself and 

its Affiliates, irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District 

Court for the Southern District of New York and to the jurisdiction of the United States 

District Court for the District of Columbia for any suit, action or proceeding against it or 

any ofits Affiliates commenced by any Holder (if such Holder is the FDIC; the Holder 

that is the FDIC, the "FDIC Holder") arising out of, relating to, or in connection with 

this Purchase Money Note or any Ancillary Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to 

any court or dispute-resolution forum other than the court in which the FDIC Holder files 

the suit, action or proceeding without the consent of the FDIC Holder; 

J)oc~: USl:57755Q4v7 Exhibit J-2 -10 
(B) assert that venue is improper in either the United 

States District Court for the Southern District ofNew York or the United States District 

Court for the District 0 Columbia; or 

(C) assert that the United States District Court for the 

Southern District ofNew York or the United States District Court for the District of 

Columbia is an inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the 

State ofNew York for any suit, action or proceeding against it or any ofits Affiliates 

commenced by the FDIC Holder arising out of, relating to, or in connection with this 

Purchase Money Note or any Ancillary Document (other than the LLC Operating 

Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum without the consent ofthe FDIC Holder; 

(B) assert that venue is improper in the Supreme Court 

of the State of New York; or 

(C) assert that the Supreme Court of the State of New 

. York is an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Issuer, 

each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating 

to, or in connection with this Purchase Money Note or any Ancillary Document in only 

either the United States District Court for the Southern District ofNew York or the 

United States District Court for the District of Columbia, and waives any right to remove 

or transfer such suit, action or proceeding to any other court or dispute-resolution forum 

without the consent of the FDIC Holder, and agrees to consent thereafter to transfer of the 

suit, action or proceeding to either the United States District Court for the Southern 

District ofNew York or the United States District Court for the District of Columbia at 

the option of the FDIC Holder; and 

(iv) agrees, if the United States District Court for the Southern 

District of New York and the United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or proceeding falling within paragraph (a)(iii) 

above, to bring that suit, action or proceeding in only the Supreme Court of the State of 

New York, and waives any right to remove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum without the consent of the FDIC Holder. 

(b) Each of the Issuer and each Non-FDIC Holder, on behalf of itself 

and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

entered against it in any suit, action or proceeding falling within paragraph (a) above may 

be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of paragraph (d) above, each ofthe Issuer 

and each Holder, on behalf of itself and its Affiliates, hereby irrevocably and 

Exhibit J-2 -11 
unconditionally agrees that service of all writs, process and summonses in any suit, action 

or proceeding pursuant to clause (a) or clause (b) above may be effected by the mailing of 

copies thereof by registered or certified mail, postage prepaid, to it at its address for 

notices set forth in this Purchase Money Note (with copies to such other Persons as 

specified herein); provided. however, that nothing contained in this paragraph (c) shall 

affect the right of any party to serve process in any other manner permitted by Law. 

(d) Nothing in paragraph (a), paragraph (b) or paragraph (c) above 

shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly 

provided in paragraph (a)(iii) and paragraph (a)(iv) above, or in any way limit the FDIC's 

right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or 

proceeding against it in any forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

[On or after the 40th day aftcr [ ]6, interests in this Temporary Regulation 

S Global Note may be exchanged (free of charge) for interests in a permanent Regulation 

S Global Note. The permanent Regulation S Global Note shall be so issued and delivered 

in exchange for only that portion of this Temporary Regulation S Global Note in respect 

of which there shall have been presented to the Depository by Euroclear or Clearstream a 

certification to the cffect that it has received from or in respect of a person entitled to a 

beneficial interest (as shown by its records) a certification that the beneficial interests in 

such Temporary Regulation S Global Note are owned by persons who are not U.S. 

Persons.] 

(On an exchange of the whole of this Temporary Regulation S Global Note, this 

Temporary Regulation S Global Note shall be surrendered to the Depository at its office. 

On an exchange of only part of this Temporary Regulation S Global Note, details of such 

exchange shall be entered by or on behalf of the Issuer in Schedule A hereto. If, 

following the issue of a permanent Regulation S Global Note in exchange for some of the 

Purchase Money Notes represented by this Temporary Regulation S Global Note, further 

Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange 

may be effected, without the issue of a new permanent Regulation S Global Note, by the 

Issuer or the Depository endorsing Schedule A of the permanent Regulation S Global 

Note previously issued to reflect an increase in the aggregate principal amount of such 

permanent Regulation S Global Note by an amount equal to the aggregate principal 

amount of additional Purchase Money Notes to be exchanged.]8 

Insert the date of initial sale of the Purchase Money Notes under Regulation S. 

7 Insert if a Temporary Regulation S Global Note. 

X Insert if a Temporary Regulation S Global Note. 

OnCU tS 1'~775544\'7 Exhibit J-2 -12 
Interests in this Global Note may be exchanged for a beneficial interest in the 

corresponding [Temporary Regulation S Global Note or Regulation S Global Note] [Rule 

144A Global Note] or for the corresponding Certificated Note, in each case subject to the 

restrictions as set forth in the Custodial and Paying Agency Agreement. 

This Global Note is subject to mandatory exchange for the corresponding 

Certificated Notes under the limited circumstances set forth in the Custodial and Paying 

Agency Agreement. 

Upon redemption, repayment, exchange of or increase in any interest represented 

by this Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect 

the reduction of or increase in the principal amount evidenced hereby. 

Title to Purchase Money Notes shall pass by registration in the Purchase Money 

Note Register kept by the Purchase Money Note Registrar, which initially shall be the 

Paying Agent. 

No service charge shall he made for registration of transfer or exchange of this 

Purchase Money Note, but the Paying Agent may require payment of a sum sufficient to 

cover any tax or other governmental charge payable in connection therewith. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

I>'><:ff. lISI :571~S44v7 ExhibitJ-2 -13 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, 

manually or in facsimile, by its sole Member as ofthe date first shown above. 

CORUS CONSTRUCTION VENTURE, 


LLC 


By: Federal Deposit Insurance Corporation, 


as the Receiver for Corus Bank, N.A., as 


sole Member 


By:_____________ 


Name: 


Title: 


Doc#: us I :57755Q4v7 

[Signature Page to Corns - Purchase Money Note] 

Exhibit J-2 - 14 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The following exchanges, redemptions, repayments of or increase in the whole or a part of the 

Purchase Money Notes represented by this Global Note have been made: 

Remaining Principal 

Part of principal amount of amount of this Global 

Date exchange! Original principal this Global Note Note following such Notation made by 

redemption/repayment! amount of this exchangediredecmed/ exchangclredemption/ or on behalf of the 

increase made Global Note repaid/increased repayment!increase Issuer 

Exhibit J-2 -J5 
EXHIBIT K-l 

Form of Certificate for Transfer or Exchange of 


Rule 144A Global Note 


to Temporary Regulation S Global Note or Regulation S Global Note 


Corus Construction Venture, LLC 

Wells Fargo Bank, N.A., as Paying Agent 

Re: Purchase Money Notes due [October 25,2011][ October 25,2012][ October 25,2013]13 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of October 

16, 2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor ofthc Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as thc Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A .. All capitalized terms used but not defined herein are 

used as defined in the Custodial and Paying Agency Agreement. 

This letter relates to U .S.$ principal amount of Purchase Money Notes 

due [October 25, 2011][ October 25, 2012][ October 25,2013] 14 (the "Notes") that are held in 

the form of a beneficial interest in a Rule 144A Global Note in the name of (the 

"Holder") through the Depository. [The Holder has requested a transfer of such beneficial 

interest in a Rule 144A Global Note for a beneficial interest in a [Temporary] Regulation S 

Global Note to be held in the name of (the "Transferee") through [Euroclear] 

[Clearstream],ls which in turn will hold through the Depository.] 16 [The Holder has requested an 

exchange of such beneficial interest in a Rule 144A Global Note for a beneficial interest in a 

[Temporary] Regulation S Global Note to be held in the name of the Holdcr through [Euroclear] 

[ClearstreamJ,17 which in turn will hold through the Depository.] 18 

In connection with such request, the Holder does hereby certify that (1) the [transfer] 

[exchange] I'} of the beneficial interest in the Notes has been made in compliance with the transfer 

restrictions applicable to the Global Notes; [and] (2) the [Holder] [Transferee]2o is not a U.S. 

13 

14 

Insert as appropriate I . nsert as appropnate 

IS Insert as appropriate 

16 Insert for transfers 

17 Insert as appropriate 

18 Insert for exchanges 

1'1 Insert as appropriate 

20 Insert as appropriate 

Exhibit K-1 -1 Doell lISI :57755'14\'7 
-----

person as defined in Regulation S under the Securities Act[; and (3) such transfer has been made 

pursuant to and in accordance with Regulation S].21 

This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: ___________________________ 

Name: 

Title: 

Dated: 

~1 Insert for transfer 

Exhibit K-l -2 llocff: llSI.5775594v7 
----

EXHIBIT K-2 

Form of Certificate for Transfer or Exchange of 


Temporary Regulation S Global Note or Regulation S Global Note 


to Rule 144A Global Note 


Corus Construction Venture, LLC 

WeBs Fargo Bank, N.A., as Paying Agent 

Re: Purchase Money Notes due [October 25,2011][ October 25,2012][ October 25,2013]22 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of October 

16,2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor ofthe Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as the Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A .. All capitalized terms used but not defined herein are 

used as defined in the Custodial and Paying Agency Agreement. 

This letter relates to U.S.$ principal amount of Purchase Money Notes due 

[Octobcr 25, 2011][ October 25,2012][ October 25,2013]23 (the "Notes") that are held in the 

form ofa beneficial interest in a [Temporary] Regulation S Global Note in the name of 

(the "Holder") through [Euroclear] [Clearstream],24 which in tum holds through the 

Depository. [The Holder has requested a transfer of such beneficial interest in a [Temporary] 

Regulation S Global Note for a beneficial interest in a Rule 144A Global Note to be held in the 

name of (the "Transferee") through the Depository.f5 [The Holder has requested an 

exchange of such beneficial interest in a [Temporary] Regulation S Global Note for a beneficial 

interest in a Rule 144A Global Note to be held in the name of the Holder through the 

Depository.]26 

In connection with such request, the Holder does hereby certify that the [Holder is a 

Qualified Institutional Buyer that is also a Qualified Purchaserf7 [Holder reasonably believes 

that the Transferee is a Qualitied Institutional Buyer, is obtaining such beneficial interest in a 

transaction meeting the requirements ofRulc 144A and in accordance with any applicable 

2~ Insert as appropriate 

23 Insert as appropriate 

24 Insert as appropriate 

25 Insert for transfers 

26 r Insert lor exc hangcs 

27 Insert for exchanges 

Exhibit K-2 -1 Ooc~· tiS! 577.15'14\"7 
------

securities laws of any state ofthe United States or any other jurisdiction, and is also a Qualified 

Purchaser]. 28 

This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: ________________________ 

Name: 

Title: 

Dated: 

28 Insert for transfers 

Exhibit K-2 -2 Doell: lJSI·5775~~4v7 
----------- -----

EXHIBIT K-3 

Fonn of Qualified Institutional Buyer/Qualified Purchaser 

[Letterhead of Prospective Note Purchaser/Exchanger] 

Corus Construction Venture, LLC 

Wells Fargo Bank, N.A., as Paying Agent 

Re: Purchase Money Notes due [October 25,2011][ October 25,2012][ October 25, 20I3f'~ 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of October 

16, 2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement'") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor of the Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as the Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A .. All capitalized terms used but not defined herein arc 

used as defined in the Custodial and Paying Agency Agreement. 

In connection with the undersigned's purchase of the Purchase Money Notes due October 

25, 2011, October 25, 2012 or October 25, 2013 (the "Notes"), as set forth below, the 

undersigned hereby represents, acknowledges and agrees as follows: 

It is (A)(l) a "qualified institutional buyer" as defined in Rule 144A under the Securities 

Act of 1933, as amended, and is acquiring the Notes in reliance on the exemption from Securities 

Act registration provided by Rule 144A thereunder and (B) it is also a "qualified purchaser" for 

purposes of Section 3(c)(7) ofthe Investment Company Act of 1940, as amended. 

Name of Purchaser: Dated: 

By: ____________________ 

Name: 

Title: 

Aggregate principal amount of: 

Purchase Money Notes due October 25,2011: $____ 

Purchase Money Notes due October 25,2012: $____ 

'9 I

nsert as appropnate . ~ 

Exhibit K-3 -I I>oc#: USU775594v7 
Purchase Money Notes due October 25,2013: $____ 

Exhibit K-3 -2 

i)o,U: lJSI:577SS94v7 
EXHIBIT K-4 


Fonn of Certificate for Transfer or Exchange of 


Global Note to Certificated Note 


Corus Construction Venture, LLC 

Wells Fargo Bank, N.A., as Paying Agent 

Re: 	 Purchase Money Notes due [October 25,2011][ October 25, 2012][ October 25,2013]30 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of October 

16, 2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor of the Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as the Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A.. All capitalized tenns used but not defined herein arc 

used as defined in the Custodial and Paying Agency Agreement. 

This letter relates to U.S.$ principal amount of Purchase Money Notes due 

[October 25,2011][ October 25,2012][ October 25,2013]31 (the "Notes") that are held in the 

form ofa beneficial interest in a [Rule 144A Global Note] [Temporary Regulation S Global 

Note] [Regulation S Global Note] in the name of (the "Holder") through the 

Depository. [The Holder has requested a transfer of such beneficial interest in a [Rule 144A 

Global Note] [Temporary Reb'1llation S Global Note] [Regulation S Global Note] for a beneficial 

interest in a Certificated Note to be held in the name of (the "Transferee,,).]32 [The 

Holder has requested an exchange of such beneficial interest in a [Rule 144A Global Note] 

[Temporary Regulation S Global Note] [Regulation S Global Note] for a beneficial interest in a 

Certificated Note to be held in the name ofthe Holder.]33 In connection with the undersigned's 

acquisition ofthe Notes, the undersigned hereby represents, acknowledges and agrees as follows: 

I. 	 Either: 

(a) 	 it is a '"qualified institutional buyer"" ("Qualified Institutional 

Buyer") as defined in Rule 144A (",Rule 144A .") under the 

Securities Act of 1933, as amended ("the Securities Act") and is 

acquiring the Notes in reliance on the exemption from Securities 

Act registration provided by Rule l44A thereunder, (B) is a 

"qualified purchaser" (a "Qualified Purchaser") within the 

30 Insert as appropriate 

"\ 1 I 	 . . nsert as appropnate 

3:! Insert for transfers 

33 Insert for exchanges 

Exhibit K-4 -I 

(loCN: liS I :57755Q4, 7 
meaning ofthe Investment Company Act of 1940, as amended (the 

"Investment Company Act"), and (C) understands the Notes will 

bear a legend set forth in the applicable exhibit attached to the 

Custodial and Paying Agency Agreement. In addition, it 

represents and warrants that it (i) was not formed for the purpose 

of investing in either of the Company (except when each beneficial 

owner of the purchaser is a Qualified Purchaser), (ii) has received 

the necessary consent from its beneficial owners if the purchaser is 

a private investment company formed before April 30, 1996, (iii) is 

not a broker-dealer that owns and invests on a discretionary basis 

less than U .S.$25,000,000 in securities ofunaffiliated issuers, 

(iv) is not a pension, profit sharing or other retirement trust fund or 

plan in which the partners, beneficiaries or participants, as 

applicable, may designate the particular investments to be made, 

and in a transaction that may be effected without loss of any 

applicable Investment Company Act exemption, (v) will provide 

notice to any subsequent transferee of the transfer restrictions 

provided in the legend, (vi) will hold and transfer Notes in an 

amount of not less than U.S.$SOO,OOO for it or for each account for 

which it is acting, and (vii) will provide the Company and Paying 

Agent from time to time such information as it may reasonably 

request in order to ascertain compliance with this paragraph 

(1) and (viii) understands that the Company may receive a list of 

participants holding positions in its securities from one or more 

book-entry depositories; or 

(b) 	 it is aware that the sale of the Notes to it is being made in reliance 

on the exemption from registration provided by Regulation Sunder 

the Securities Act ("Regulation S") and understands that the Notes 

offered in reliance on Regulation S will bear a legend set forth in 

the applicable exhibit to the Custodial and Paying Agency 

Agreement. The Notes may not at any time be held by or on 

behalf of U.S. Persons as defined in Regulation S under the 

Securities Act. It and each beneficial owner of the Notes that it 

holds is not, and will not be. a "U.S person:' as defined in 

Regulation S or a "U.S. resident," within the meaning of the 

Investment Company Act, and its purchase of the Notes will 

comply with all applicable laws in any jurisdiction in which it 

resides or is located. It docs not have its principal place of 

business in any Federal Reserve District of the FRB, or it has 

satisfied and will satisfy all applicable registration and other 

requirements of the FRB in connection with its acquisition of the 

Notes. 

2. It understands that the Notes have been offered only in a transaction not involving 

any public offering in the United States within the meaning of the Securities Act, the Notes have 

Exhibit K-4 -2 Doc#: US! :5775594v7 
not been and will not be registered under the Securities Act and, ifin the future it decides to 

offer, resell, pledge or otherwise transfer the Notes, the Notes may be offered, resold, pledged or 

otherwise transferred only in accordance with the provisions of the Custodial and Paying Agency 

Agreement and the legend on the Notes. It acknowledges that no representation has been made 

as to the availability of any exemption under the Securities Act or any state securities laws for 

resale of the Notes. 

3. In connection with the purchase ofthe Notes: (A) the Company is not acting as a 

fiduciary or financial or investment advisor for it; (B) it is not relying (for purposes of making 

any investment decision or otherwise) upon any advice, counsel or representations (whether 

written or oral) of the Company or the Receiver or any of their agents (in their capacities as 

such), other than any statements in a current offering circular for the Notes and any 

representations expressly set forth in a written agreement with such party; (C) it has consulted 

with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the 

extent it has deemed necessary and has made its own investment decisions based upon its own 

judgment and upon any advice from such advisers as it has deemed necessary and not upon any 

view expressed by the Company or the Receiver; (D) its purchase of the Notes will comply with 

all applicable laws in any jurisdiction in which it resides or is located; (E) it is acquiring the 

Notes as principal solely for its own account for investment and not with a view to the resale, 

distribution or other disposition thereof in violation of the Securities Act; (F) it has made 

investments prior to the date hereof and was not formed solely for the purpose of investing in the 

Notes; (G) it is not a (1) partnership, (2) common trust fund or (3) special trust, pension, profit 

sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants 

may designate the particular investments to bc made; (H) it may not hold the Note for the benefit 

of any other Person, it will at all times be the sole beneficial owner thereof for purposes of the 

Investment Company Act and all other purposes and it will not sell participation interests in the 

Notes or enter into any other arrangement pursuant to which any other Person will be entitled to 

a beneficial interest in the distributions on the Notes; (I) all securities of the Company purchased 

and held directly or indirectly by it have a value in the aggregate of no more than 40% of its total 

assets or capital (exclusive of government securities and cash items) on an unconsolidated basis; 

and (J) it is a sophisticated investor and is purchasing the Notes with a full understanding of all 

of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume 

those risks. 

4. It represents that at the time of its acquisition and throughout the period of its 

holding and disposition of a Note (or any interest therein), either (A) it is not, and is not acting 

on behalf of, or using the assets of~ an "employee benefit plan" subject to Title I of the U.S. 

Employee Retirement Income Security Act of 1974, as amended ("ERISA"), an individual 

retirement account, Keogh plan or other arrangement subjcct to Section 4975 of the U.S. Internal 

Revenue Code of 1986, as amended ( the "Code"), an entity whose underlying assets are 

considered to include "plan assets" of any such plan, account or arrangement or a foreign, 

governmental or other plan which is subject to any non-U.S., federal, state or local law that is 

substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or 

(B) its acquisition, holding (including, without limitation, the exercise of rights thereunder) and 

disposition of the Notes (or any interest therein) will not constitute or result in a non-exempt 

prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case 

Exhibit K-4 -3 [)oc~. lISl 577S~Q4\'7 
of a governmental or other plan, a violation of any substantially similar non-U .S., federal, state 

or local law). 

5. It understands that the Custodial and Paying Agency Agreement pennits the 

Company to demand that (A) any holder of Rule 144A Global Notes or Certificated Notes who is 

detennined not to be both a Qualified Institutional Buyer and a Qualified Purchaser at the time of 

acquisition of such Notes to sell the Notes (x) to a Person who is both (1) a Qualified 

Institutional Buyer and (2) a Qualified Purchaser in a transaction meeting the requirements of 

Rule l44A or another applicable exemption from the registration requirements ofthe Securities 

Act or (y) to a Person who will take delivery in the fonn of interest in a Temporary Regulation S 

Global Note or Regulation S Global Note and who is not a U.S. Person in a transaction meeting 

the requirements of Regulation Sand, if the holder does not comply with such demand within 30 

days thereot~ the Company may sell such holder's interest in the Note in accordance with and 

pursuant to the tenns ofthe Custodial and Paying Agency Agreement. 

6. It acknowledges that it is its intent and that it understands it is the intent ofthe 

Company that, for purposes of United States Federal income, state and local income and any 

other income taxes, the Company will be treated as a partnership, the Notes will be treated as 

indebtedness of the Company; it agrees to such treatment and agrees to take no action 

inconsistent with such treatment. 

7. Ifit is not a "U.S. person" as defined in Section 7701 (a)(30) of the Code, it is not 

acquiring any Notes as part of a plan to reduce, avoid or evade U.S. Federal Income taxes owed, 

owing or potentially owed or owing. 

8. It agrees that it will not offer or sell, transfer, assign, or otherwise dispose of any 

Notes or any interest therein except (A) pursuant to an exemption from, or in a transaction not 

subject to, the registration requirements of the Securities Act and any applicable state securities 

laws or the applicable laws of any other jurisdiction and (B) in accordance with the provisions of 

the Custodial and Paying Agency Agreement, to which provisions it a!,'Tees it is subject. 

9. It understands that the Company, the Paying Agent and the Receiver, their 

respective Affiliates and their counsel will rely upon the accuracy and truth of the foregoing 

representations, and it hereby consents to such reliance. 

10. It will provide notice to each Person to whom it proposcs to transfer any interest 

in the Notes of the transfer restrictions and representations set forth in the Custodial and Paying 

Agency Agreement, including the Exhibits referenced therein. 

11. It has satisfied and will satisfy all applicable registration and other rcquirements 

of the FRB in connection with its acquisition of the Notes. 

Exhibit K-4 -4 floc#· IISI 5775594\'7 
--------------- ----- Name ofPurchaser: 	 Dated: 

By: 	___________________ 


Name: 


Title: 


Aggregate principal amount of: 

Purchase Money Notes due October 25,2011: $_____ 

Purchase Money Notes due October 25,2012: $____ 

Purchase Money Notes due October 25,2013: $______ 

Taxpayer identification number: 


Address for notices: 


Wire transfer information for payments: 


Bank: 


Address: 


Bank ABA#: 


Account #: 


Telephone: FAO 


Facsimile: Attention: 


Attention: 


Registered Name: 


Exhibit K-4 -5 
-----

Delivery Instructions: 

This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: __________________________ 

Name: 

Title: 

Dated: 

Exhibit K-4 -6 
---------------- ------

EXHIBIT K-5 

Form ofNon-U.S. Person Certification 

Corus Construction Venture, LLC 

Wells Fargo Bank, N.A., as Paying Agent 

Re: Purchase Money Notes due [October 25,2011][ October 25,2012][ October 25,2013]34 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of October 

16, 2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor of the Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as the Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity ao; 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A .. All capitalized terms used but not defined herein are 

used as defined in the Custodial and Paying Agency Agreement. 

In connection with the undersigned's purchase of the Purchase Money Notcs due October 

25,2011, October 25, 2012 or October 25,2013 (the "Notes"), as set forth below, the 

undersigned hereby represents, acknowledges and agrees as follows: 

It is a person that is not a "U.S. person" as defined in Regulation S under the Securities 

Act and understands that the sale of the Notes to it is being made in reliance on the exemption 

from the registration requirements of the Securities Act provided by Regulation S thereunder. 

Name of Purchaser: Dated: 

By: _________________ 

Name: 

Title: 

Aggregate principal amount of: 

Purchase Money Notes due October 25, 20 II : $________ 

Purchase Money Notes due October 25,2012: $-----­

Purchase Money Notes due October 25, 2013: $-----­

~ I . nsert as appropnate 

Exhibit K-S -1 
EXHIBIT K-6 


Fonn of Certificate for Transfer of Certificated Note to Certificated Note 

Corus Construction Venture, LLC 

Wells Fargo Bank, N.A., as Paying Agent 

Re: Purchase Money Notes due [October 25,2011]( October 25,2012][ October 25,2013]35 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as ofOctober 

16, 2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor of the Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as the Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A .. All capitalized tenns used but not defined herein are 

used as defined in the Custodial and Paying Agency Agreement. 

In connection with the undersigned's purchase of the Purchase Money Notes due October 

25, 2011, October 25, 2012 or October 25, 2013, as set forth below on the signature page to this 

letter (the "Notes"), the undersigned hereby represents, acknowledges and agrees as follows: 

1. It is (A) a "qualified institutional buyer" ("Qualified Institutional Buyer") as 

defined in Rule 144A ("Rule l44A") under the Securities Act of 1933, as amended ("the 

Securities Act") and is acquiring the Notes in reliance on the exemption from Securities Act 

registration provided by Rule 144A thereunder, (B) is a "qualified purchaser" (a "Qualified 

Purchaser") within the meaning ofthe Investment Company Act of 1940, as amended (the 

"Investment Company Act"), and (C) understands the Notes will bear a legend set forth in the 

applicable exhibit attached to the Custodial and Paying Agency Agreement. In addition, it 

represents and warrants that it (i) was not fonned for the purpose of investing in the Company 

(except when each beneficial owner of the purchaser is a Qualified Purchaser), (ii) has received 

the necessary consent from its beneficial owners if the purchaser is a private investment 

company fonned before April 30, 1996, (iii) is not a broker-dealer that owns and invests on a 

discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issuers, (iv) is not a 

pension, profit sharing or other retirement trust fund or plan in which the partners, beneficiaries 

or participants, as applicable, may designate the particular investments to be made, and in a 

transaction that may be effected without loss of any applicable Investment Company Act 

exemption, (v) will provide notice to any subsequent transferee of the transfer restrictions 

provided in the legend, (vi) will hold and transfer Notes in an amount of not less than 

U.S.$500,OOO for it or for each account for which it is acting, and (vii) will provide the Company 

and Paying Agent from time to time such infonnation as it may reasonably request in order to 

ascertain compliance with this paragraph (1) and (viii) understands that the Company may 

35 Insert as appropriate 

Exhibit K-6 -1 D"c": {IS 15775544, 7 
receive a list of participants holding positions in its securities from one or more book-entry 

depositories. 

2. It understands that the Notes have been offered only in a transaction not involving 

any public offering in the United States within the meaning ofthe Securities Act, the Notes have 

not been and will not be registered under the Securities Act and, if in the future it decides to 

offer, resell, pledge or otherwise transfer the Notes, the Notes may be offered, resold, pledged or 

otherwise transferred only in accordance with the provisions ofthe Custodial and Paying Agency 

Agreement and the legend on the Notes. It acknowledges that no representation has been made 

as to the availability of any exemption under the Securities Act or any state securities laws for 

resale ofthe Notes. 

3. In connection with the purchase of the Notes: (A) the Company is not acting as a 

fiduciary or financial or investment advisor for it; (B) it is not relying (for purposes of making 

any investment decision or otherwise) upon any advice, counselor representations (whether 

written or oral) of the Company or the Receiver or any of their agents (in their capacities as 

such), other than any statements in a current offering circular for the Notes and any 

representations expressly set forth in a written agreement with such party; (C) it has consulted 

with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the 

extent it has deemed necessary and has made its own investment decisions based upon its own 

judgment and upon any advice from such advisers as it has deemed necessary and not upon any 

view expressed by the Company or the Receiver; CD) its purchase ofthe Notes will comply with 

all applicable laws in any jurisdiction in which it resides or is located; (E) it is acquiring the 

Notes as principal solely for its own account for investment and not with a view to the resale, 

distribution or other disposition thereof in violation of the Securities Act; (F) it has made 

investments prior to the date hereof and was not formed solely for the purpose of investing in the 

Notes; (G) it is not a (I) partnership, (2) common trust fund or (3) special trust, pension, profit 

sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants 

may designate the particular investments to be made; (H) it may not hold the Note for the benefit 

of any other Person, it will at all times be the sole beneficial owner thereof for purposes of the 

Investment Company Act and all other purposes and it will not sell participation interests in the 

Notes or enter into any other arrangement pursuant to which any other Person will be entitled to 

a beneficial interest in the distributions on the Notes; (I) all securities of the Company purchased 

and held directly or indirectly by it have a value in the aggregate of no more than 40% of its total 

assets or capital (exclusive of government securities and cash items) on an unconsolidated basis; 

and (J) it is a sophisticated investor and is purchasing the Notes with a full understanding of all 

of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume 

those risks. 

4. It represents that at the time of its acquisition and throughout the period of its 

holding and disposition of a Note (or any interest therein), either (A) it is not, and is not acting 

on behalf of, or using the assets of, an "employee benefit plan" subject to Title I of the U.S. 

Employee Retirement Income Security Act of 1974, as amended ("ERISA"'), an individual 

retirement account, Keogh plan or other arrangement subject to Section 4975 of the U.S. Internal 

Revcnue Code of 1986, as amended ( the "Code"), an entity whose underlying assets are 

considered to include "plan assets" of any such plan, account or arrangement or a foreign, 

Exhibit K-6 -2 Doell: liS \:577SS~4v7 
governmental or other plan which is subject to any non-U.S., federal, state or local law that is 

substantially similar to the provisions of Section 406 of ERISA or Section 4975 ofthe Code or 

(B) its acquisition, holding (including, without limitation, the exercise ofrights thereunder) and 

disposition of the Notes (or any interest therein) will not constitute or result in a non-exempt 

prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case 

of a governmental or other plan, a violation of any substantially similar non-U .S., federal, state 

or local law). 

5. It understands that the Custodial and Paying Agency Agreement permits the 

Company to demand that (A) any holder of Rule 144A Global Notes or Certificated Notes who is 

determined not to be both a Qualified Institutional Buyer and a Qualified Purchaser at the time of 

acquisition of such Notes or to sell the Notes (x) to a Person who is both (1) a Qualified 

Institutional Buyer and (2) a Qualified Purchaser in a transaction meeting the requirements of 

Rule l44A or another applicable exemption from the registration requirements ofthe Securities 

Act or (y) to a Person who will take delivery in the form of an interest in a Temporary 

Regulation S Global Note or Regulation S Global Note and who is not a U.S. Person in a 

transaction meeting the requirements of Regulation Sand, if the holder does not comply with 

such dcmand within 30 days thereof, the Company may sell such holder's interest in the Note in 

accordance with and pursuant to the terms ofthe Custodial and Paying Agency Agrecment. 

6. It acknowlcdges that it is its intent and that it understands it is the intent of the 

Company that, for purposes of United States Federal income, state and local income and any 

other income taxes, the Company will be treated as a partnership, the Notcs will be treated as 

indebtedness of the Company; it a!:,'Tces to such treatment and agrees to takc no action 

inconsistent with such treatment. 

7. Ifit is not a "U.S. person'· as defined in Section 7701 (a)(30) ofthe Code, it is not 

acquiring any Notes as part ofa plan to reduce, avoid or evade u.S. Federal Income taxes owed, 

owing or potentially owed or owing. 

8. It agrees that it will not offer or sell, transfer, assign, or otherwise dispose of any 

Notes or any interest therein except (A) pursuant to an exemption from, or in a transaction not 

subject to, the registration requirements of the Securities Act and any applicable state securities 

laws or the applicable laws of any other jurisdiction and (B) in accordance with the provisions of 

the Custodial and Paying Agency Agreement, to which provisions itagrees it is subject. , 

9. It understands that the Company, the Paying Agent, the Receiver, their respective 

Affiliates and their counsel will rely upon the accuracy and truth of the forcgoing 

representations, and it hereby consents to such reliance. 

10. It will provide notice to each Person to whom it proposes to transfer any interest 

in the Notcs of the transfer restrictions and represcntations set forth in the Custodial and Paying 

Agency Agreement, including the Exhibits referenced therein. 

1 I. It has satisfied and will satisfy all applicable registration and other requirements 

of the FRB in connection with its acquisition of the Notes. 

Exhibit K-6 -3 
----------------- ------- Name of Purchaser: Dated: 

By: ___________________ 

Name: 

Title: 

Aggregate principal amount of: 

Purchase Money Notes due October 25,2011: $_______ 

Purchase Money Notes due October 25, 2012: $______ 

Purchase Money Notes due October 25, 2013: $_______ 

Taxpayer identification number: 


Address for notices: 


Wire transfer information for payments: 


Bank: 


Address: 


Bank ABA#: 


Account #: 


Telephone: FAO 


Facsimile: Attention: 


Attention: 


Registered Name: 


Exhibit K-6 -4 r>ocU: lJSIS77S5Q4v7 
Delivery Instructions: 

This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: 	____________________________ 

Name: 

Title: 

Dated: ______, __ 

Exhibit K-6 -5 

I)n<#· IISI :S77SS~4v7 
EXHIBIT K-7 

Form of Certificate for Transfer or Exchange of Certificated Note 


to Temporary Regulation S Global Note or Regulation S Global Note 


Corus Construction Venture, LLC 

Wells Fargo Bank, N.A., as Paying Agent 

Re: Purchase Money Notes due [October 25,2011][ October 25,2012][ October 25, 2013J 36 

Reference is made to the Custodial and Paying Agency Agreement dated as of October 

16,2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor of the Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as the Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A .. All capitalized terms used but not defined herein are 

used as defined in the Custodial and Paying Agency Agreement. 

This letter relates to U .S.$ principal amount of Purchase Money Notes due 

[October 25,2011][ October 25,2012][ October 25, 2013J 37 (the "Notes") registered in the name 

of (the "Holder"). [The Holder has requested a transfer of a Certificated Note for 

a beneficial interest in a Regulation S Global Note to be held in the name of (the 

"Transferee") through [Euroclear] [C1earstreamJ, which in turn will hold through the 

Depositary.J38 [The Holder has requested an exchange of a Certificated Note for a beneficial 

interest in a Regulation S Global Note to be held in the name of Holder through [EuroclearJ 

[Clearstream], which in turn will hold through the Depositary.]39 

In connection with such request, the Holder does hereby certify that (1) the.Jtransfer] 

[ exchange] of the beneficial interest in the Notes has been made in compliance with the transfer 

restrictions applicable to the Certificated Notes; [and] (2) the [Holder] [TransfereeJ is not a U.S. 

person as defined in Regulation S under the Securities Act[; and (3) such transfer has been made 

pursuant to and in accordance with Regulation S.tO 

36 Insert as appropriate 

37 Insert as appropriate 

38 Insert for transfers 

3'1 Insert for exchanges 

40 Insert for transfers 

Exhibit K-7 -I 

O(d- US] :57755Q4v7 
This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: 	__________________________ 

Name: 

Title: 

Dated: _____, __ 

Exhibit K- 7 -2 

[)oc#·lJS15775SQ4,,7 
EXHIBIT K-8 


Form of Certificate for Transfer or Exchange ofCertificated Note 

to Rule 144A Global Note 

Corus Construction Venture, LLC 

Wells Fargo Bank, N.A., as Paying Agent 

Re: 	 Purchase Money Notes due [October 25,2011)[ October 25,2012][ October 25, 

2013]41 

Reference is made to the Custodial and Paying Agency Agreement dated as of October 

16,2009 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among Corus Construction Venture, LLC, the Federal Deposit 

Insurance Corporation, in its corporate capacity, as the guarantor ofthe Purchase Money Notes, 

the Federal Deposit Insurance Corporation, in its capacity as the Receiver, as the Administrative 

Agent under the Advance Facility, the Federal Deposit Insurance Corporation, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement, Security and Guaranty 

Agreement and Wells Fargo Bank, N.A .. All capitalized terms used but not defined herein are 

used as defined in the Custodial and Paying Agency Agreement. 

This letter relates to U.S.$ principal amount of Purchase Money Notes due 

[October 25,2011][ October 25,2012][ October 25,2013)42 (the "Notes") registered in the name 

of (the "Holder"). [The Holder has requested a transfer of a Certificated Note for 

a beneficial interest in a Rule 144A Global Note to be held in the name of (the 

"Transferee") through the Depositary. t 3 [The Holder has requested an exchange of a 

Certificated Note for a beneficial interest in a Rule 144A Global Note to be held in the name of 

Holder through the Depositary. )44 

In connection with such request, the Holder docs hereby certify that the [Holder is a 

Qualified Institutional Buyer that is also a Qualified Purchaser)45 [Holder reasonably believes 

that the Transferee is a Qualified Institutional Buyer, is obtaining such beneficial interest in a 

transaction meeting the requirements of Rule 144A and in accordance with any applicable 

securities laws of any state of the United States or any other jurisdiction, and is also a Qualified 

Purchaser).46 

41 

42 

43 

Insert as appropriate 

Insert as appropriate 

Insert for transfers 

44 

4S 

46 

Insert for exchanges 

Insert for exchanges 

Insert for transfers 

Exhibit K-8 -I 

l)ocff: liS I :5775594\'7 
This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: __________ ______________ 

Name: 

Title: 

Dated: 

-----,-­

Exhibit K-8 -2 Doc'/: USI"S775SG4,,7 
EXHIBIT L 

FORM OF DTC NOTICE TO INVESTORS 

The Depository Trust Company 

IMPORTANT NOTICE 

DATE: 

TO: ALL PARTICIPANTS 

FROM: Corus Construction Venture, LLC (the "Company") 

Re.: Purchase Money Note due October 25,2011 

(CUSIP No. [ ]); 

Purchase Money Note due October 25,2012 

(CUSIP No. [ ]); 

Purchase Money Note due October 25,2013 

(CUSIP No. [ ]); 

(collectively, the "Notes") 

The Company referred to above is putting Participants on notice that they are required to 

follow these purchase and transfer restrictions with regard to the above-referenced Notes. 

In order to qualify for the exemption provided by Section 3(c)(7) under the Investment 

Company Act of 1940, as amended (the "Investment Company Act"), and the exemption 

provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), 

offers, sales and resales of the above-referenced Notes within the United States or to persons that 

are U.S. Persons as defined in Regulation S under the Securities Act ("U.S. Persons") or U.S. 

residents within the meaning of the Investment Company Act ("U.S. Residents") may only be 

made in minimum denominations ofU.S.$500,000 and integral mUltiples ofU.S.$I,OOO in 

excess thereof to "qualified institutional buyers" ("OIBs") within the meaning of Rule 144A that 

ar~ also "qualified purchasers" ("®") within the meaning of Section 2(a)(SI )(A) of the 

Investment Company Act. Each purchaser of Notes (I) represents to and agrees with the 

Company that (A)(i) the purchaser is a QIB that is a QP (a "QIB/QP"); (ii) the purchaser is not a 

broker-dealer that owns and invests on a discretionary basis less than U.S.$25 million in 

securities of unaffiliated issuers; (iii) the purchaser is not a pension, profit sharing or other 

retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, 

may designate the particular investments to be made, and in a transaction that may be effected 

without loss of any applicable Investment Company Act exemption; (iv) the QIB/QP is acting for 

its own account or the account of another QIB/QP; (v) the purchaser is not formed for the 

purpose of investing in the Company (except when each beneficial owner of the purchaser is a 

QP); (vi) the QIB/QP has received the necessary consent from its beneficial owners ifit is a 

private investment company formed before April 30, 1996 and (vii) the purchaser will provide 

notice ofthe transfer restrictions to any subsequent transferees or (8) it is not a U.S. Person or 

1 ". 

Exhibit L-l 
U.S. Resident and is acquiring the Notes outside the United States in an Offshore Transaction in 

compliance with Rule 903 or Rule 904 under Regulation S of the Securities Act and 

(II) acknowledges that the Company has not been registered under the Investment Company Act 

and the Notes have not been registered under the Securities Act and represents to and agrees with 

the Company that, for so long as the Notes are outstanding, it will not offer, resell, pledge or 

otherwise transfer the Notes in the United States or to a U.S. Person or a U.S. Resident except to 

a QIB that is also a QP in a transaction meeting the requirements of Rule 144A. Each purchaser 

or transferee will be deemed to have made the representations and agreements set forth in the 

Custodial and Paying Agency Agreement. 

The Custodial and Paying Agency Agreement dated as of October 16, 2009 among Corus 

Construction Venture, LLC, the Federal Deposit Insurance Corporation, in its corporate capacity, 

as the guarantor ofthe Purchase Money Notes, the Federal Deposit Insurance Corporation, in its 

capacity as the Rcceiver, as the Administrative Agent under the Advance 'Facility, the Federal 

Deposit Insurance Corporation, in its capacity as the Receiver, as the Collateral Agent under the 

Reimbursement, Security and Guaranty Af,'Teement and Wells Fargo Bank, N.A., provides that 

the Company shall have the right to (i) require any holder of Notes that is a U.S. Person who is 

determined not to have been both a QIB and a QP at the time of purchase of the Notes to sell the 

Notes to (i) a person that is a QIB that is also a QP in a transaction meeting the requirements of 

Rule 144A or (ii) a person that is not a U.S. Person in a transaction outside of the United States 

in accordance with Regulation S. 

The restrictions on transfer required by the Company (outlined above) will reflectcd 

under the notation "3c7" in DTC's User Manuals and in upcoming editions ofDTe's Reference 

Directory. 

Exhibit L-2 Doell: US I :S7755Q4v7