~1 Coms Transaction 

YAltRH\l f&Di\tTfD 

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 i 940, 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 

LA WS 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 COMæNCE WITH THE SECURITIES 

ACT, THE INVESTMENT COMPANY ACT LL OTHER APPLICABLE 

LAWS OF ANY JURISDICTION ANijDN O. NCE WITH THE 

CERTIFICATIONS AND OTHER RE NTS SPECIFIED IN THE 

CUSTODIAL AND PA YING AGENC MENT REFERRED TO HEREIN 

FlED PURCHASER" WITHIN THE (A) TO A TRANSFEREE (I) THD' ALI 


MEANING OF SECTION 3(c)(7) l' INVESTMENT COMPANY ACT
 

PURCHASING FOR ITS OWN A ..'1' 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 PRIV A TE 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 WHICII THE PARTNERS, 

BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MA Y DESIGNATE THE 

PARTICULAR INVESTMENTS TO BE MADE, AND IN A TRANSACTION TIIA l' 

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 (I) THAT is NOT A U.S. PERSON (AS DEFINED IN 

REGULATION S OF THE SECURITIES ACT) AND is ACQUIRING TI-IIS 

DocR USIS78ô087d 
PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS DEFINED IN 

REGULATION 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 

PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,OOO FOR THE PURCHASER 

AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR 

TRASFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PA YING AGENCY AGREEMENT. 

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 NSFER RESTRICTIONS SET FORTH 

HEREIN AND IN THE CUSTODIAL A G AGENCY AGREEMENT TO 

THE TRANSFEREE. IN ADDITION 'I E F RtGOING, THE COMPANY HAS


THE RIGHT, UNDER THE CUST D PfÜNG AGENCY AGREEMENT, 

TO COMPEL ANY OWNER O~E IAJINTEREST IN THIS PURCHASE 

MONEY NOTE THAT IS A N -P TTEa-t0LDER (AS DEFINED IN THE 

CUSTODIAL AND PAYING A Y AGREEMENT) TO SELL ITS INTEREST IN 

THE PURCHASE MONEY NOT "OR MAY SELL SUCII INTEREST ON BEHALF 

OF SUCH OWNER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAYBE 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 DEEMED TO HAVE 

REPRESENTED AND WARRNTED 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 TI-IE 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 SUBST ANTIALL Y 

2 Doc# USIS7K6lJK7v1
 
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).
 

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 REPRESENT A TIVE OF THE DEPOSITORY TRUST 

COMPANY("DTC"), NEW YORK, NEW YORK 


AGENT FOR REGISTRATION OF TRANSFER.... HANGE OR PAYMENT AND 

ANY PURCHASE MONEY NOTE ISSUED~. ERED IN THE NAME OF
 

CEDE & CO. OR OF SUCH OTHER E~ . IS~ QUESTED BY AN
 iT THE COMPANY OR ITS


AUTHORIZED REPRESENTATIVE 0 . .. D ANY PAYMENT HEREON is
 

MADE TO CEDE & CO.). (F"..
 

FOR THE PURPOSES OF ~ONS 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, ATTENTION: 

TIMOTHY A. KRUSE, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE 

PRICE AND THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE. 

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 nOl(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 

nOI(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

FEDERAL BACK-UP WITHHOLDING UPON PA YMENTS TO THE HOLDER 101 

RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE ~UST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$I,OOO 

IN EXCESS THEREOF. 

3 DocN US! snii087v3 
--

PURCHASE MONEY NOTE
 

Certificate No.: A-R-I

ISIN No.: 

CUSIP No.: 

October 16, 2009 $ 150,000,000 

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 Cede & Co., or its successors and registered assigns, the 

principal sum of$150,000,000 (one hundred fifty million and 00/100 United States this Dollars) (or such other amount as shall be the outstanding principal amount of 


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

this Purchase Money Note shall be due and payable on October 25, 

201 I (the "Maturitv Date") or such earlier date as such amount shall become due and 

payable pursuant to the terms of this Purchase Money Note. 

principal amount of 


The principal of this Purchase MOæey ote is payable in such coin or 

currency of the United States of America as at th . of payment is legal tender for
 

payment of public and private debts. All pay~in by the Issuer with respect to 

this Purchase Money Note shall be SUbje~. riòrity of payments set forth in Section 

the Custodial and Paying Agency r (as hereinafter defined). This 

Purchase Money Note is subject to ~ he Custodial and Paying Agency 

Agreement. Unless otherwise defin he. 'in. capitalized terms used in this Pun;hase 

5. i of 


Money Note have the meanings provi in, or by reference in, that cCI1ain Custodial and 

October 16,2009, among the Issuer, the Federal 

the Purchase Paying Agency Agreement, dated as of 


Deposit Insurance Corporation, in its corporate capacity, as the guarantor of 


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 entcred into by Issuer and any new or successor custodian 

and paying agent, the "Cu..todial and Paving Agt'ncv Agreement"). 

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 acceptancc of this Purchase Money Note, covenants and 

agrees that no recourse may be taken, directly or indirectly, with respect to the rights of 

thc Issuer under the Custodial and Paying Agency Agreement or any Ancillary 

4 Dne' USI S186087v3
 
Documents or under any certificate or other writing delivered in connection therewith, their Affiiates. against the Paying Agent or the Servicer or any of 


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 of the Holder 

hereof, by check to such address as the Holder shall have designated to the Paying Agent this Purchase Money in writing, in each case without the presentation or surrender of 


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 offce 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. 

payment to certain This Purchase Money Note is limited in right of 


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 th Accounts may be made by the 

Paying Agcnt from time to time for purposes oth istributions to the Holder.
 

This Purchase Money Note~' Q tered note and may be transferred
 

only upon surrender to the Paying Agent (ith n rrent written notice to the Issuer of
 

the requested transfer) of this PurchaGi~~. ote for registration and transfer, duly transfer duly executed by, the endorsed by, or accompanied by a ~~~strument of 


registered holder hereof or its attorney du.y authorized in \vriting, Upon surrender of this 

Purchase Money Note as above provided, together with the name, address and other 

the transferee, the Paying Agent shall promptly register the
 

transfer, record the transfer on this Purchase Money Note and deIivcr the same to the
 

information for notices of 


transferee. A transfer of this Purchase Money Notc shall be effective upon registration of 

the transfer by the Paying Agent. Prior to registration of such a transfer, the Pcrson in 

whose name this Purchase Money Note is registered shall be dccmed the owner and 

Holder thercof 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 evidcnce 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 of mutilation, upon surrender and 

the Purchase Moncy Note, within two Business Days thereafter, the Issuer 

shall cxccutc and delivcr, in lieu thereof, a ncw Purchase Money Note. 

cancellation of 


The Paying Agent, thc ServiceI' and any agent of any of thc foregoing, 

may treat the Person in whose name this Purchase Moncy Note is registered as the owner 

5 DoH US! 5786087v) 
and Holder hereof for all purposes, and none of the foregoing shall be affected by notice 

to the contrary. 

the following events, Thc occurrence or continuance of anyone or more of 


whether such occurrence is voluntary or involuntar 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 Secunty 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) 

fies 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 of the Issuer's r erties; (vi) files an answer or
 

other pleading admitting or failing to contest the mat' oations of a petition filed
 

against the Issuer in any proceeding described in cl (i) tough (v); (vii) becomes
 

unable to pay its obligations (other than the pug. ney Notes, unless a Purchase 

Money Note Trigger Event has occurred a '. ant ui g and is not cured within ten 

(10) Business Days) as they become due; ~v~ east sixty (60) days have passed 

following the commencement of any proc~ 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 !east 

sixty (60) days have passed following the appointment of a trustee, receiver or liquidator 

the Issuer's properties without the Issuer's for the Issuer or all or any substantial part of 


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 

cxpiration of the stay if such appointment has not been vacatcd. 

Upon the occurrence of an Event of Default specified in paragraph (X) 

abovc, the Holder may, with the consent of the Purchasc 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 delivcry of such a notice, the unpaid principal amount of this 

Purchase Money Note and any other amounts owed by thc Issuer hereunder, shall 

forthwith become immediately due and payablc without the necessity of any presentment, 

demand, protest or any othcr notice of any kind, alI of which arc 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, 

6 Doc#. US1.78b1l87v, 
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, and the Holder, upon acceptance of any such payment, wil 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 Holdcr hereof such additional amounts as shall 

be sufficient to pay the Holder's actual and reasonable costs and expenscs 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~i t or any other right of the Holder, 

nor shall any delay, omission or waiver on any Ol . sion be deemed a bar to or waiver
 

of the same or any other right on any futur~asio, Except as otherwise set forth
 

herein, the rights and remedies of the H~ cumulative and not exclusive of any 

rights or remedies the Holdcr would othe'g .
 

The Issuer's obligatiæ h~eunder are absolute and unconditional and
 

shall not be affected by any circum~whatsoever, and the Issucr 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 hercunder, 

without noticc, demand, counterclaim, setoff, deduction. defcnse, abatemcnt, suspension, 

limitation, deferment, diminution, recoupment or other right that the Issucr may havc 

against the Holder hercof or any other Person, but subject in all respects to the priority of 

payment sct forth in Section 5. I 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 thc 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 

permitted to be given or delivered under or by reason of the provisions of this Purchase 

Money Note shall bc in writing and shall be mailed or ddivered 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 deemcd to be given or 

made upon the earlier to occur of (i) actual receipt (or refusal thcreof) by the relevant 

party hereto and (ii) (A) if delivercd by hand or by nationally recognized courier scrvice, 

when signed for (or refused) by or on behalf of the relevant party hercto; (B) if delivered 

by mail, four (4) Business Days after deposit in thc mails, postage prepaid; and (C) if 

7 Doc~ USI.5786087", 
delivered by electronic mail (which form of delivery is subject to the provisions of this mail message be effective as a paragraph), when delivered. In no event shall a voice 


notice, communication or confinnation hereunder. 

If to the Issuer, to: 

Corus Construction Venture, LLC 

591 West Putnam Avenue 

Greenwich, CT 06830
 

Attention: John McCarhy
 

with a copy to: 

Rinaldi, Finkelstein & Franlin, LLC 

591 West Putnam Avenue 

Greenwich, CT 06830 

Attention: Ellis Rinaldi 

RinaIdi~Starwood.com 

and if to the I1nlder here~ ~
 

" '
 

Timothy A. G~\ ..~
 

Senior C~' iKM~~ets Specialist
 

Federal .. po . ~urance Corporation
 

550 17th , N.W.
 

Room F-7026
 

Washington, D.C. 20429
 

Tkruse(ifdic.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(Ðfdic.gov 

David Gearin
 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit
 

3501 Fairfax Drive (Room E-7056) 

8 Doc# lISI57R(,S7v3 
Arlington, V A 22226 

Dgearin(Ðfdic.gov 

Robert W. McComis 

Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation
 

550 17th Street, N.W.
 

Room F-7036 

Washington, D.C. 20429 

RmccomisiÐfdic.gov 

with a copy by email to: 

Thomas Raburn 

TraburniÐfdic.gov 

In case anyone or more of the provisions hereof should be invalid, ilegal 

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 shaIhbind the Issuer and the successors of the 

Issuer, and the term "Issuer" herein shall incj~íd'e' the successors of the Issuer.
 _.. ..,."­

The terms of this purch4Mon~1 Note may be amended from time to 

time only by the written agreement o¡;~.:r~r and the Holder, subject in all instances to 

the terms of the Purchase Money NoV: 9ù~ranty.

In any case in ~o~;ent 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 the State of
 New York, excluding any conflict of construed in accordance with the law 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 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 Affliates, 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 of its Affiiates commenced by any Holder (if such Holder is the FDIC; the Holder 

9 Do# US15786087vJ
 
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 fiIcs the FDIC Holder; the suit, action or proceeding without the consent of 


(B) assert that venue is improper in either the United New York or the United States District States District Court for the Southern District of 


Court for the District 0 Columbia; or 

(C) assert that the United States District Court for the 

New York or the United States District Court for the District of 

Columbia is an inconvenient forum. 

Southern District of 


(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 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: ì 

er such suit, action or proceeding to 

ut tlìconsent of the FDIC Holder; 

enue is improper in the Supreme Court (B) 

of the State of New York; or

(C)
 

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 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 FDIC Holder, and agrees to consent thereafter to transfer of the 

suit, action or proceeding to either the United States District Court for the Southcrn 

District of Ncw York or the United States District Court for the District of Columbia at 

the option of 
 the FDIC Holder; and

the United States District Court for the Southern (iv) agrees, if 


District of New Yark and the United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or procccding falling within paragraph (a)(iii) the Statc of above, to bring that suit, action or proceeding in only the Supreme Court of 


New York, and waives any right to rcmove or transfer such suit action or proceeding to 

any other COUlt or dispute-resolution forum without the consent of the FDIC Holder. 

10 DocR US1 :5786087v3 
of itself the Issuer and each Non-FDIC Holder, on behalf
 (b) Each of 


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. 

the Issuer paragraph (d) above, each of 


(c) Subject to the provisions of 


and each Holder, on behalf of itself 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 (a) or clause (b) above may be effected by the mailing of 

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. 

copies thereof 


(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 otåer ise respond to any suit, action, or 

proceeding against it in any forum. 

EACH OF THE ISSUER AND ~ H DER HEREBY IRREVOCABLY 

AND UNCONDlTIONALL Y WAIV~. RIGHT lTMA Y I-lAVE TO A TRIAL 

BY JURY OF ANY DISPUTE t\ is OUT OF OR RELATING TO THIS
 

PURCHASE MONEY NOTE Arf ~ .. S THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE ~G WITHOUT A JURY. 

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 or 

for the corresponding Certificated Note, in each case subject to the restrictions as sct 

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. 

Upori 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. 

transfer or exchange of No service charge shall be made for registration of 


this Purchase Money Note, but the Paying Agent may require payment of a sum 

suffcient to cover any tax or other govemmental charge payable in connection therewith. 

i i ()0C# USI .57R6n~ivJ 
(REMAINDER OF PAGE INT~~LEFT BLANK)
 

G
 

12
 DOCH US! 5786087v3
 
IN WITNESS WHEREOF, the Issuer has caused this instrment to be 

the date first shown above. signed, manually or in facsimile, by its sale Member as of 


CORUS CONSTRUCTION VENTURE,
 

LLC 

(Signature Page to Conis - Purchase Money Note) 
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 p~~ ~Uf amount of this Global

Note following such Notation made by Original principal thisGlob ~ Date exchangel or on behalf of thc exchange/redcmptionl amount of this exc emedl red em ption/repaym ent/ Issuer repayment/increase Global Note increase made ;\~,s~
 

\ ~ n ..

14 

lJo.# us U786087\'J 
Corus Transaction
 

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 

REFERRD TO HEREIN. 

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 LA WS OF ANY UTHER JURiSDiCTIUN 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 INæO PLIANCE WITH THE SECURITIES 

ACT, THE INVESTMENT COMPANY A D ALL OTHER APPLICABLE
 

LAWS OF THE UNITED STATES OR~' 0 R JURISDICTION, AND THE
 

RESTRICTIONS ON SALE AND .~. .' SET FORTH IN THE CUSTODIAL
 

AND PAYING AGENCY AGREE . .. m HOLDER HEREOF, BY ITS
 

ACCEPTANCE OF THIS PUE . NEY NOTE, FURTHER REPRESENTS,
 

ACKNOWLEDGES AND AG ES HAT IT WILL NOT REOFFER, RESELL, 

PLEDGE OR OTHERWISE T- ßR THIS PURCHASE MONEY NOTE (OR
 

ANY INTEREST HEREIN) EXG9fT IN COMPLIANCE WITH THE SECURITIES 

ACT, THE INVESTMENT COMYANY ACT AND ALL OTHER APPLICABLE 

LA WS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE 

CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE 

CUSTODIAL AND PA YfNG AGENCY AGREEMENT REFERRD TO HEREIN 

(A) TO A TRANSFEREE (l ) 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 

UNAFFIUA TED 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 TI-IE 

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 I44A 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 (I) 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 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 

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 HA VE 

MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PA YING AGENCY AGREEMENT. 

THIS PURCHASE MONEY NOTEHS 0'1 TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIO CRIBED HEREIN AND IN THE 

CUSTODIAL AND PA YING AGENCY NT. ANY SALE OR TRANSFER 

IN VIOLATION OF THE FOREGOIN NO FORCE AND EFFECT, 

WILL BE VOID AB INITIO, AND OPERATE TO TRANSFER ANY 

RIGHTS TO THE TRANSFE ~ , . ANDING ANY INSTRUCTIONS TO
 

THE CONTRARY TO THE C PAYING AGENT OR ANY
 

INTERMEDIARY. EACH T R OF THIS PURCHASE MONEY NOTE
 

AGREES TO PROVIDE NOTICE OF fHE 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 PA YING AGENCY AGREEMENT, 

TO COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCHASE 

MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN TI IE 

CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN 

THE PURCHASE MONEY NOTES, OR MA Y SELL SUCH INTEREST ON BEHALF 

OF SUCH OWNER. 

PRINCIPAL OF 1'1 IIS PURCHASE MONEY NOTE IS PAYABLE AS SET
 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
 

PURCHASE MONEY NOTE AT ANY TIME MAYBE 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 PA YING 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 

2 
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 LA W THAT IS SUBST ANTIALL Y 

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 SUBST ANTIALL Y SIMILAR FOREIGN, 

FEDERAL, STATE OR LOCAL LAW).
 

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS PURCHASE MONEY 

NOTE FOR VALUE OR OTHERWISE BY OR 0 ANY PERSON IS WRONGFUL 

SINCE TIlE REGISTERED OWNER HERE EDE & CO., HAS AN INTEREST 

HEREIN, UNLESS THIS PURCHASE M TE is PRESENTED BY AN
 

AUTHORIZED REPRESENTATIVE 0 DE OSITORY TRUST
 

COMPANY("DTC"), NEW YORK, ~ RK, TO THE COMPANY OR ITS
 

AGENT FOR REGISTRA TION,e ~SFER, EXCHANGE OR PAYMENT AND 

ANY PURCHASE MONEY NdX~ is,ufD IS REGISTERED IN THE NAME OF 

CEDE & CO. OR OF SUCH OTflE.R"'NTITY AS IS REQUESTED BY AN 

AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS 

MADE TO CEDE & CO.). 

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 MA Y CONTACT THE 

FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH STREET, N.W., 

ROOM F-7026, WASHINGTON, D.C. 20429, ATTENTION: TIMOTHY A. KRUSE, 

AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND TI IE YIELD 

TO !vA TURITY OF THIS PURCHASE MONEY NOTE. 

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE 

PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX 

CERTIFICA TIONS (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 noi (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 

nOI(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

3 
,,--t\ 

FEDERAL BACK-UP WITHHOLDING .. . PAYMENTS TO THE HOLDER IN


RESPECT OF THIS PURCHASE M6~ TE.
 

.T'-~ ~';
 

~~

INTERESTS IN THIS GLGB4i 'NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U,S.$500?OOb' AND INTEGRAL MULTIPLES OF U.S.$I,OOO 

IN EXCESS THEREOF. 

0)~

(~~
 ¡f "-.../ \,.~_JJ .'. ../' 

4 
PURCHASE MONEY NOTE
 

Certificate No.: A-T-I 

ISfN No.: 

CUSIPNo.: .. 

October 16, 2009 $0 

FOR VALUE RECEIVED, COTUS Construction Venture, LLC, a Delaware 

limited liability company (herein referred to as the "Issuer"), hereby unconditionally 

promises to pay to the order of Cede & Co., or its successors and registered assigns, the 

principal sum of $0 (zero and 00/100 United States Dollars) (or such other amount as 

shall be the outstanding principal amount of this Purchase Money Note shown on this Schedule A hereto). No interest shall accrue on the outstanding principal amount of 


this Purchase Money Purchase Money Note. The entire outstanding principal amount of 


Note shall be due and payable on October 25,201 i (the "Maturity Date") or such earlier this Purchase date as such amount shall become due and payable pursuant to the terms of 


Money Note. 

The principal of this Purchase Money Note is payable in such coin or 

currency of the United States of America as~it..tÌ1~ time of payment is legal tender for 

payment of public and private debts. A~I,pãyments made by the Issuer with respect to 

this Purchase Money Note shall be subjl'ClJ,çl1he priority of payments set forth in Section 

5. I of 
the Custodial and Paying Ager(y A.greement (as hereinafter defined). This \. . Purchase Money Note is subject to alltenns 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 i 6,2009, among the Issuer, the Federal 

Dcposit Insurance Corporation, in its corporate capacity, as thc 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 COTUS 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 of the Purchase Money Note Guarantor and the 

Advance Lender. Any amount repaid or prepaid under this Purchase Money Note may 

not be reborrowed. 

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 

The Holder, by acceptance of 


5 
Documents or under any certificate or other writing delivered in connection therewith, 

their Affliates. against the Paying Agent or the Servicer or any of 


Payments on this Purchase Money Note wil 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 of the Holder 

hereof, by check to such address as the Holder shall have designated to the Paying Agent this Purchase Money in writing, in each case without the presentation or surrender of 


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 offce 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, aWas more specifically set forth in the 

Custodial and Paying Agency Agreement. As provided in the Custodial and Paying 

Agency Agreement; deposits and withdrawaiffr,qm the Accounts may be made by the 

Paying Agent from time to time for purpose~'otber 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 Purchase Money Note for registration and transfer, duly 

endorsed by, or accompanied by a written instrument of transfer duly executed by, thethis registered holder hereof or its attorney duly authorized in writing. Upon surrender of 


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 the transfer on this Purchase Money Note and deliver the same to the 

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 hereof, and the Issuer shall not be affected by any notice 

or knowledge to the contrary. 

transferee. A transfer of 


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 of mutilation, 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 

6 
and Holder hereof for all purposes, and none of the foregoing shall be affected by notice 

to the contrary. 

the following events, The occurrence or continuance of anyone or more of 


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) fies 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 appointITgnt of a trustee, rcceiver or liquidator of 

the Issuer or of all or any substantial part of the:l~s~ci'~~'s properties; (vi) files an answer or 

other pleading admitting or failing to contest tQe,riateriaI allegations of a pctition filed 

against the Issuer in any proceeding descripeâÝìèlauses (i) through (v); (vii) becomes 

unable to pay its obligations (other thanJliè~tutChase Money Notes, unless a Purchase 

Money Note Trigger Event has occuri(c aIld ís continuing and is not cured within ten 

(10) Business Days) as they become dtiè;ôr' (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 the Issuer's properties without the Issuer's for the Issuer or all or any substantial part of 


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 of 
 the stay ifsuch 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 rcmedy, by notice in writing to the Issucr, declarc 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, 

7 
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, and the Holder, upon acceptance of any such payment, wil be deemed to have 

assigned to the Purchase Money Note Guarantor any and al1 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 shal1 execute written assignments of such 

claims. 

The Issuer shal1 pay to the Holder hereof such additional amounts as shall 

be suffcient 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 pal1 of the Holder in exercising any 

right hereunder shall operate as a waiver ofsíÚhright or any other right of the Holder, ~'. " .
 

nor shall any delay, omission or waiver on ;iny'ônebccasion be deemed a bar to or waiver 

of the same or any other right on any:fuhiebtcasion. Except as otherwise set forth 

herein, the rights and remedies of tht \HoI.der are cumulative and not exclusive of any 

rights or remedies the Holder would othenNíse have. 

The Issucr's obligations hercunder are absolute and unconditional and 

shall not bc affected by any circumstance whatsoever, and the Issuer hereby agrces 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, sctoff, deduction, defense, abatement, suspension, 

limitation, deferment, diminution, recoupment or other right that the Issuer may have 

against the Holdcr hereof or any other Person, but subject in all respects to the priority of 

payment set forth in Section 5.1 of thc Custodial and Paying Agency Agreement, and the 

Issuer hereby waives and agrees not to assert any defcnse (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 

permitted 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 siich 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 refuscd) by or on behalf of thc relevant party hereto; (B) if delivercd 

by mail, four (4) Business Days after deposit in the mails, postagc prepaid; and (C) if 

8 
delivered by electronic mail (which form of delivery is subject to the provisions of this mail message be effective as a paragraph), when delivered. In no event shall a voice 


notice, communication or confinnation hereunder. 

If to the Issuer, to: 

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
 

Ri nald ic?Starwoçd .com
 í. 

and if 
 to the Holder'hereof, to:

Timothy A. Kruse
 

SeniorCapital Markets Specialist
 

Federal Deposit Insurance Corporation
 

550 17th Street, N.W.
 

Room F-7026
 

Washington, D.C. 20429
 

Tkrusec?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
 

Galexanderc?fdic. gov 

David Gearin
 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

9 
Arlington, V A 22226 

Dgearin~fdic.gov 

Robert W. McComis
 

Senior Capital Markets Specialist
 

Federal Deposit Insurance Corporation
 

550 i 7th 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 eIlftrceability of the remaining 

provisions contained herein shall not in any way be affecteØ:br impaired thereby. ~ ';. -;~ ~. '."'.... 

This Purchase Money Note shall bing'the:'fssuer and the successors of the 

Issuer, and the term "Issuer" herein shall include tpë~Ì)'6ssors of the Issuer. ,....., ".~.., ,¡. '; 

/.'.- ..:4'""0'"
 

The terms of this Purchase Mone~ Note may be amended from time to 

time only by thc written agreement of the Issùtr ârid 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 construcd in accordance with federal law, 

but if federal law does not provide a rule of decision, it shall be governed by and the State of 
 New York, excluding any conflict of construed in accordance with the law of 


laws rule or principle that might refer the governance or the construction of this Purchasc 

Money Note to the law of another jurisdiction. 

(a) Each of the Issuer and each Holder (if such HoIdcr is not thc
 

FDIC; any Holder that is not thc FDIC, a "Non-FDIC Holder"), on bchalf of itsclf and 

and unconditionally: its Affliates, irrevocably 


(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 such Holder is thc FDIC; the Holder any of its Affiliates commenced by any Holder (if 


10 
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 fies the FDIC Holder; the suit, action or proceeding without the consent of 


(B) assert that venue is improper in either the United New York or the United States District States District Court for the Southern District of 


Court for the District 0 Columbia; or 

(C) assert that the United States District Court for the 

New York or the United States District Court for the District of Southern District of 


Columbia is an inconvenient forum. 

the Suprcme Court of 
 the (ii) consents to the jurisdiction of 


State ofNcw York for any suit, action or proceeding against it or any of its Affliates
 

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.tran'sf2r such suit, action or proceeding to the FDIC Holder; any other court or disputc-resolution forum wit\1~iít the consent of 


.~ .'. .,­

(B) asscitthàivcnue is improper in the Supreme Court
 

of the State of New York; or

assert that the Supremc Court of
 the State of
 New (C)
 

Yark is an inconvcnient forum.
 

(iii) agrees to bring any suit, action or procceding by the Issuer,
 

each Non-FDIC Holder, or its Affliates 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 ofNcw York or the 

United States District Court for the District of Columbia, and waives any right to rcmove 

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 cither 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 ofthc FDIC Holder; and 

(iv) agrecs, if the United Statcs District Court for the Southern
 

District of New York and thc United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or proceeding falling within paral!raph (a)(iii) 

above, to bring that suit, action or procecding in only the Supreme Court of the State of 

Ncw York, and waives any right to remove or transfer such suit, action or procecding to the FDIC Holder. any other court or dispute-resolution forum without the consent of 


i i 
the Issuer and each Non-FDIC Holder, on behalf of itself (b) Each of 


and its Affiiates, 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. 

paragraph (d) above, each ofthe Issuer (c) Subject to the provisions of 


and each Holder, on behalf of itself and its Affliates, hereby irrevocably and 

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 MA Y HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

PURCHASE MONEY NOTE AND AGREES THA l ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE Sln'ING WITHOUT A JURY.
 

On or after the 40th day after October 16,2009, 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 

which there shall have been presented to the Depository by Euroclear 

or CIearstream 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 

benc1icial interests in such Temporary Regulation S Global Note are owned by persons 

who are not U.S. Persons. 

Note in respect of 


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

Temporary Regulation S GIohal Note shall be surrendered to the Depository at its offce. 

On an exchange of only part of this Tempor;iry 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 permancnt 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 

12 
permanent Regulation S Global Note by an amount equal to the aggregate principal 

amount of additional Purchase Money Notes to be exchanged. 

Interests in this Global Note may be exchanged for a beneficial interest in 

the corresponding 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 shaH be endorsed on Schedule A hereto 

to reflect the reduction of or increase in the principal amciunt evidenced hercby. 

Title to Purchase Money Notes shall Ra~s.by registration in the Purchase 

Money Note Register kept by the Purchase Mo~ey NÀt~Registrar, which initially shall be

the Paying Agent. .I: / '
 

No service charge shaH 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 thercwith. 

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 

13 
IN WITNESS WHEREOF, the Issuer has caused this instrment to be 

the date first shown above. signed, manually or in facsimile, by its sole Member as of 


CORUS CONSTRUCTION VENTURE,
 

LLC 

By: Federal Depsit Insl1r,ànce Corporation, 

as the Receiver for CorusBan, N.A., as

sole Member' .

B

Nan

Title: 

(Signature Page to Corus - Purclia~e Money Note) 
SCHEDULE A ., ¡ 

I i 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The following exchanges, redemptions, repayment$ Q( or increase in the whole or a part 

ofthe Purchase Money Notes represented by this Glob'âl Note have been made: 

I. 

Remaining Principal 

amount of this Global Part of principal amount of 

Note following such Notation made by Date exchange/ Original principal this Global Note 

amount of this exchanged/redeemed/ exchange/n:dem ption/ or on hehalf of the 

red em pti 0 ni repaym en t! 

repaid/increased repayment/increase Issuer

increase made Global Note

15 
Corus Transaction
 

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 

LA WS OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE 

RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE CUSTODIAL 

AND PA YING 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 P RCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EXCEPT IN COMP ANCE WITH THE SECURITIES 

ACT, THE INVESTMENT COMPANY A LL OTHER APPLICABLE 

LA WS OF ANY JURISDICTION AND I 0 ANCE WITH THE 

CERTIFICA TlONS AND OTHER ENTS SPECIFIED IN THE 

CUSTODIAL AND PAYING AGEN i\ -EMENl REFERRED TO HEREIN 

(A) TO A TRANSFEREE (I) TH~.. UALIFIED PURCHASER" WITHIN THE
 

MEANING OF SECTION 3(c)(7 E INVESTMENT COMPANY ACT
 

PURCHASING FOR ITS OWNAC UNT 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 PRIV ATE 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) THA l' 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 

Doc#. US15786165v3 
PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS DEFINED IN 

REGULATION 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 

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 PA YING AGENCY AGREEMENT. 

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 

INTERMEDIARY. EACH TRANSFEROR OE S PURCHASE MONEY NOTE
 

AGREES TO PROVIDE NOTICE OF THE, R RESTRICTIONS SET FORTH
 

HEREIN AND IN THE CUSTODIAL AN .) iN AGENCY AGREEMENT TO I. ING AGENT OR ANY
 

THE TRANSFEREE. IN ADDITION, OREGOING, THE COMPANY HAS
 

THE RIGHT, UNDER THE CUST i \ 'D PAYING AGENCY AGREEMENT,
 

TO COMPEL ANY OWNER OF BE' CIAL INTEREST IN THIS PURCHASE 

MONEY NOTE THAT IS A NON~ ITTED HOLDER (AS DEFINED IN THE 

CUSTODIAL AND PA YING AGENCY AGREEMENT) TO SELL ITS INTEREST IN 

THE PURCHASE MONEY NOTES, OR MA Y SELL SUCH INTEREST ON BEHALF 

OF SUCH OWNER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE is PA Y ABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAYBE LESS THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRIG THIS PURCHASE 

MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY 

INQUIRY OF THE PA YING AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY
 

NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE
 

REPRESENTED AND WARRNTED THA l' 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 LA W THAT IS SUBSTANTIALLY 

Docff: USI57861¡'5v, 2
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 

COMPANYCDTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS 

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND 

ANY PURCHASE MONEY NOTE ISSUED ~S R.. E TERED IN THE NAME OF 

CEDE & CO. OR OF SUCH OTHER ENTITY QUESTED BY AN 

AUTHORIZED REPRESENTATIVE OF DT. ~~ Y PAYMENT HEREON IS
 

MADE TO CEDE & CO.). ~'"
 

FOR THE PURPOSES OF SECTIO~'2~73 AND 1275 OF THE INTERNAL
 

REVENUE CODE OF 1986, AS AM ' D. , THIS PURCHASE MONEY NOTE IS 

BEING ISSUED WITH ORIGINALIS . DISCOUNT. YOU MAY CONTACT THE 

FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH STREET, N.W., 

ROOM F-7026. WASHINGTON, D.C. 20429, ATTENTION: TIMOTHY A. KRUSE, 

AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND THE YIELD 

TO MATURITY OF THIS PURCHASE MONEY NOTE. 

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 

STATES PERSON" WITHIN THE MEANING OF SECTION n01(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 

noi (A)(30) OF THE CODE) MA Y RESULT IN THE IMPOSITION OF U.S. 

FEDERAL BACK-UP WITHHOLDING UPON PA YMENTS TO THE HOLDER IN 

A "UNITED 


RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$I,OOO 

IN EXCESS THEREOF. 

DocH \)S 1S7861 65v3 3
PURCHASE MONEY NOTE
 

Certificate No.: B-R-I 

ISIN No.: 

CUSIP No.: .. 

October 16, 2009 $850,000,000 

FOR VALUE RECEIVED, Corus Construction Venture, LLC, a Delawarc 

limited liability company (herein referred to as the "Issuer"), hereby unconditionally 

promises to pay to the order of Cede & Co., or its successors and registered assigns, the 

principal sum of $850,000,000 (eight hundred fifty million and 00/100 United States this Dollars) (or such other amount as shall be the outstanding principal amount of 


Purchase Money Note shown on Schcdule A hereto). No interest shall accrue on the 

this Purchase Money Note. The entire outstanding 

principal amount of this Purchase Money Note shall be due anù payable on October 25, 

2012 (the "Maturity Date") or such earlier date a~s. . h amount shall become due and 

outstanding principal amount of 


payable pursuant to the tenns of 
 this Purchase Mo ote.

The principal of this purCh~se . . N' e is payable in such coin or 

payment is legal tender for currency of the United States of America -'me of 


p~yment of public and private debts. All . 'm 'ts .m~dc b~ the Issuer with res~ect to. 

this Purchase Money Note shall be su~. t. . priority of payments set forth In Section 

5.1 of 
 the Custodial and Paying Agen , '.ement (as hereinafter defined). This

Purchase Money Note is subject to all t s of 
 the Custodial and Paying Agency

Agreement. Unless otherwise defined herein, capitalized terms useù 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 COTUS Bank, N.A., as the Lender under the Advance facility, thc Federal Deposit
 

Insurance Corporation, in its capacity as Receiver for COTUS 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 cntered into by Issucr anJ any new or successor custodian 

and paying agent, the "Custodial and Paving Agency Agreement"). 

This Purchase Money Note may not be prepaid, in whole or in part, 

without the prior written consent ofthc Purchase Money Note Guarantor and the 

Advance Lender. Any amount repaid or prepaid under this Purchase Moncy Note may 

not be reborrowed. 

this Purchase Money Note, covenants and 

agrees that no recourse may be taken, directly or indirectly, with respect to thc rights of 

the Issuer under thc Custodial and Paying Agency Agreement or any Ancillary 

The Holder, by acceptance of 


Do' USI 518(,165,,3 4
Documents or under any certificate or other writing delivered in connection therewith, their Affliates. against the Paying Agent or the Servicer or any of 


Payments on this Purchase Money Note wil 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 of the Holder 

hereof, by check to such address as the Holder shall have designated to the Paying Agent this Purchase Money in writing, in each case without the presentation or surender of 


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 offce 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 Ageeement, deposits and withdeawals fcom ~. .. . ccounts may be made by the 

Paying Agent from time to time for purposes other t ,:. stributions to the Holder. 

This Purchase Money Note is a r~red note and may be transferred 

only upon surrender to the Paying Agent (V.. '~. cent written notice to thc Issuer of
 

thc rcquested transfer) of 
 this Purchase L~ for registration and transfer, duly

transfer duly executed by, the endorsed by, or accompanied by a writt 'in ment of 


registered holder hereof or its attorney d .. . . thorized in writing. Upon surrender of this 

Purchase Money Note as above provided, togcther with the name, address and other 

information for notices ofthe transferee, the Paying Agent shall promptly registcr the 

transfer, record the transfer on this Purchase Money Note and deliver the same to the 

this Purchase Money Note shall be effective upon registration of 

the transfer by the Paying Agent. Prior to registration of such a transfer, thc Person in 

whose name this Purchasc 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. 

transferee. A transfer of 


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 

Purchasc Money Note be issued or in thc case of mutilation, upon surrender and 

cancellation of the Purchase Money Note, within two Business Days thereafter, the Issucr 

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 

5 Doel'. usis7K6165,) 
the foregoing shall be affected by notice 

to the contrary. 

and Holder hereof for all purposes, and none of 


The occurrence or continuance of anyone or more of the following events, 

whether such occurrence is voluntary or involuntar or comes about or is effected by 

operation of Law or otherwise, shall constitute an "Event of Default" under this 

Purchase Money Notc: 

(X) the occurence 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) fies a voluntary pctition for relief in any Insolvency Proceeding (as defincd 

in the Reimbursement and Security Agreement); (iii) is adjudgcd banupt 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 appo~.;:~r a trustee, ,eceive, m liquidat"' of
 

the Issuer or of all or any substantial par of suer's properties; (vi) fies an answer or 

other pleading admitting or failing to co~. d '.e ., erial allegations of a petition filed 

against the Issuer in any procecding des '. in clauses (i) through (v); (vii) becomes
 

unable to pay its obligations (other t~'. . chase Money Notes, unless a Purchase 

Money Note Trigger Event has occ ..... is continuing and is not cured within ten 

(10) B~siness Days) as they bec~.~ :dtie, r (:viii) at ~east sixty (60) day~ have passed 

following the commencement ofUceeding against thc Issuer seeking 

reorganization, arangement, composition, readjustment, liquidation, dissolution or 

similar relief under any Law, and such proceeding has not becn dismissed, or at least 

sixty (60) days have passed following the appointment of a trustee, receiver or liquidator 

the Issuer's properties without the Issuer's for the Issuer or all or any substantial part of 


agreement or acquiescence, and such appointment has not been vacated or stayed, or if 

such appointment has been staycd, at least sixty (60) days have passed following the 

expiration of 
 the 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 Moncy 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 othcr 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 imincdiateIy 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, 

Doc# US1 5766165v3
 6
without any action on the part of the Holder and without the consent of the Purchase
 

Money Note Guarantor. 

If and to the cxtent 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, 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 rcceives payment from the Purchasc 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 suffcient to pay the Holder's actual and reasonable costs and expenses of collection, 

including without limitation reasonable attorneys~ ~,s.
 

No delay, omission or waive~.~ of the Holder in exercising any 

right hereunder shall operate as a waiver 0 ... ."right or any other right of the Holder, 

nor shall any delay, omission or waiver ra. occasion be deemed a bar to or waiver 

of the same or any other right on ü.. _~i;r .occasion. Except as otherwise set forth
 

herein, the rights and remedies of e H r are cumulative and not exclusive of any
 

rights or remedies the Holdcr would . ise have. 

The Issuer's obligations hereunder are absolute and unconditional and 

shall not be affectcd 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, defcnse, 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 thc 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 

permitted 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 decmed to be given or 

madc upon the earlier to occur of (i) actual receipt (or refusal thereof) by thc relevant 

party hereto and (ii) (A) if delivered by hand or by nationally recognized courier scrvice, 

when signed for (or refused) by or on behalf of the relevant party hcreto; (B) if delivered 

by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (C) if 

7 DocU. US1:5786165\', 
delivered by electronic mail (which form of delivery is subject to the provisions of this mail message be effective as a paragraph), when delivered. In no event shall a voice 


notice, communication or confirmation hereunder. 

If to the Issuer, to: 

Corus Construction Venture, LLC 

591 West Putnam Avenue 

Greenwich, CT 06830
 

Attention: John McCarhy
 

with a copy to: 

Rinaldi, Finkelstein & Franklin, LLC
 

591 West Putnam Avenue
 

Greenwich, CT 06830 

Attention: Ellis Rin:~~ 

RinaIdi~Starwood~ 

and if 
 to the HOlder~' to:

Timoth= 

Senior pit arkets Specialist
 

Federal . it Insurance Corporation
 

550 17th Street, N.W. 

Room l-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 

Attcntion: George C. Alexander
 

Galexander~fdic,gov 

David Gearin
 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Scction 

Special Issues Unit 

350 i Fairfax Drive (Room E- 7056) 

8 Doc#. USI 57R6J65v) 
Arlington, V A 22226 

Dgearin(gfdic.gov 

Robert W. McComis 

Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation
 

550 17th Strcet, N.W.
 

Room F-7036 

Washington, D.C. 20429 

Rmccomis(gfdic.gov 

with a copy by cmail to: 

Thomas Raburn 

Traburn(gfdic.gov 

In case anyone or more of the provisions hercof should be invalid, ilegal 

or unenforceable in any respect, the validity, legality and enforceability of the remaining 

provisions contained herein shall not in any way be afTected or impaired thereby.
 

This Purchase Money Note shall bind the Issuer and the successors of the 

the Issuer. .
 Issuer, and the lenn "Issuer" he:ein shall include ~essors of 


The terms of this purChas~. Note may be amended from time to
 

time only by the written agreement of the.. the Holder, subject in all instances to 

the terms of the Purchase Money Note Gu ant

In any case in which (êns::t of the Holder is required pursuant to the
 

terms of this Purchase Money Note, s~lnsent shall be governed by the provisions of 

the Custodial and Paying Agency Agrccment. 

This Purchase Money Note and the rights and the duties of the Issuer and 

the Holder hereundcr 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 accordam:e with the law of the StClte 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 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 Affliates, irrevocably and unconditionally: 

the United States District (i) consents to the jurisdiction of 


Court for the Southern District of New York and to the jurisdiction of the Unitcd States 

District Court for the District of Columbia for any suit, 3ction or proceeding against it or 

any of its Affiliates commenced by any Holder (if such Holder is the FDIC; the Holder 

9 DocN USI5786165vJ 
that is the FDIC, the "FDIC Holder") arising out of, relating to, or in connection with 

this Purchase Money Note or any Ancillar Documcnt, 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 ofthe FDIC Holder; 

(B) assert that venue is improper in either the United New York or the Unitcd States District States District Court for the Southern District of 


Court for the District 0 Columbia; or 

(C) assert that the United States District Court for the 

Southern District ofNcw 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 thc
 

New York for any suit, action or procccding against it or any of its Affliates 

commenccd 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 

State of 


Agreement), and waivcs any right to: -:(\
 

(A) remove ~~UCh suit, action or proceeding to the FDIC Holder; any other court or dispute-resolution forum w~the consent of 


(B) asse~enue is improper in the Supremc Court 

of the State of New York; or (()~


the State of 
 New (C) ~hat the Suprcme Couit of 


York is an inconvenient forum. 

(iii) agrccs to bring any suit, action or proceeding by the Issuer,
 

each Non-FDIC Holder, or its Affliates against the FDIC Holder arising out of, relating 

to, or in connection with this Purchase Money Note or any Ancillary Document in only
 New York or the
 either thc United States District Court for the Southern District of 


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 forumthe without the consent of the FDIC Holder, and agrees to consent thereafter to transfer of 


suit, action or proceeding to either the United States District Court for the Southcrn 

District of New York or the United States District Court for the District of Columbia at 

the option of 
 the FDIC Holdcr; and

the United States District Court for the Southern (iv) agrees, if 


District of New York and the United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or procceding falling within paral!raph (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. 

10 Doc# US15786165v3
 
of itself the Issuer and each Non-FDIC Holder, on behalf
 (b) Each of 


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 jursdiction. 

(c) Subject to the provisions of paragraph (d) above, each of the Issuer
 

and each Holder, on behalf of itself and its Affiiates, hereby irrevocably and 

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 

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. 

copies thereof 


(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. -1 

EACH OF THE ISSUER AND THE H~~EREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES ANY~ IT MAY HAVE TO A TRIAL
 

BY JURY OF ANY DISPUTE ARISING F OR RELATING TO THIS
 

PURCHASE MONEY NOTE AND A~~.\ .. l' ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTIN~OUT A JURY.
 

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 or 

for the corresponding Certificated Note, in each case subject to the restrictions as set 

forth in the Custodial and Paying Agency Âgreement. 

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 hercto 

to reflect the reduction of or increase in the principal amount evidenced hereby. 

Title to Purchase Money Notcs shall pass by rcgistration in thc Purchasc 

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 Notc, but the Paying Agent may require payment of a sum 

suffcient to covcr any tax or other governmental charge payable in connection therewith. 

Ii DoeR USl5n&I&5,)
 
\ \ 

., ,
 

,- \. "
 "'~.~.~. .~ 

(REMAINDER OF PAGE INTENTIO~YY &1' BLANK)
 

cfj~ , 

12 Doc# US157K6165v,
 
IN WITNESS WHEREOF, the Issuer has caused this instrment to be 

the date first shown above. signed, manual\y or in facsimile, by its sole Member as of 


CORUS CONSTRUCTION VENTURE, 

LLC \ 

:.'::. "­

By: Federal Depgs\ífñ~\Ìr~ce Corporation, 

as the Recei fer.:or'~s Bank, N.A., as
 sole Me : \,

By: 

Nam

Titl

(Signature Page to eorus - Purchase Money Note) 
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 aíount of amount of ihis Glohal
 

Date exchange/ Original principal
 this Global~: . Notc following such Notation made by 

exchan~t:m¿~ exchange/redcmption/ or on hchalf of the rcdem pI i a n/repaymen tJ amounl of this repaid/i . repayment/increase Issuer increase made Glohal Note /:~. 

! ~ \, V

iÍ' I.~

\\ ni14 Doc# US! :5786165v3 
Corus Transaction
 

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 

REFERRD TO HEREIN. 

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 OB AINED THIS PURCHASE 

MONEY NOTE IN A TRANSACTION IN CO NCE WITH THE SECURITIES
 

ACT, THE INVESTMENT COMPANY ACT L OTHER APPLICABLE
 

LA WS OF THE UNITED STATES OR AN E~ URISDICTION, AND THE
 

RESTRICTIONS ON SALE AND TRA ET FORTH IN THE CUSTODIAL 

AND PAYING AGENCY AGREE E HOLDER HEREOF, BY ITS 

ACCEPTANCE OF THIS PURCH Y NOTE, FURTHER REPRESENTS, 

ACKNOWLEDGES AND AGREE T IT WILL NOT REOFFER, RESELL, 

PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) 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 

CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE 

CUSTODIAL AND PA YING 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 

REASONABL Y 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 I44A 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 

ON S OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 

OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND (2) THAT 

REGULA 1'1 

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,OOO 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 PA YING AGENCY AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY ~.. !:EMENT. ANY SALE OR TRANSFER 

IN VIOLATION OF THE FOREGO ~LL~ OF NO FORCE AND EFFECT, 

WILL BE VOID AB INITIO, ANIlW ~~OT OPERATE TO TRANSFER ANY 

RIGHTS TO THE TRANSFEREBtÑ 'HSTANDING ANY INSTRUCTIONS TO
 

THE CONTRARY TO THE ~:. , THE PAYING AGENT OR ANY
 

INTERMEDIARY. EACH'~NH,EROR OF THIS PURCHASE MONEY NOTE
 

AGREES TO PROVIDE NQT~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. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF TI-IIS 

PURCHASE MONEY NOTE AT ANY TIME MAYBE 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 PA YING 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 

2 
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 SUBST ANTIALL Y 

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). 

ANY TRANSFER, PLEDGE OR OTHÉ~ USE OF THIS PURCHASE MONEY 

NOTE FOR VALUE OR OTHERWISE B~ro ANY PERSON IS WRONGFUL
 

SINCE THE REGISTERED OWNi!R i- ~. . ' F,èiDE & CO., HAS AN INTEREST 

HEREIN, UNLESS THIS PURCHA . EY NOTE IS PRESENTED BY AN
 

AUTHORIZED REPRESENTitT O. DEPOSITORY TRUST
 

COMPANY("DTC"), NEW Y ... ;.. .. YORK, TO THE COMPANY OR ITS 

AGENT FOR REGISTRA 1'10 NSFER, EXCHANGE OR PAYMENT AND
 

ANY PURCHASE MONEY NOT 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.). 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 12ï5 OF THE INTERNAL 

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

BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MA Y CONTACT THE 

FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH STREET, N.W., 

ROOM F-7026, WASHINGTON, D.C. 20429, ATTENTION: TIMOTHY A. KRUSE, 

Al'D THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND THE YIELD 

TO MATURITY OF THIS PURCHASE MONEY NOTE. 

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE 

PAYING AGENT WITH THE APPLICABLE C.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 nOI(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 

nOI(A)(30) OF THE CODE) MA Y RESULT IN THE IMPOSITION OF U.S.
 

3 
FEDERAL BACK-UP WITHHOLDING UPONPA ~ENTS TO THE HOLDER IN 

RESPECT OF THIS PURCHASE MONEy'NOTE'. '., , 

;,/" ,-".
 

INTERESTS IN THIS GLO~Ð'NÖW MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,(\~0 ~i5INTEGRAL MULTIPLES OF U.S.$l,OOO 

IN EXCESS THEREOF. -.~::/
 

4 
--

PURCHASE MONEY NOTE
 

Certificate No.: B-T-l

ISIN No.: 

CUSIPNo.: 

October 16, 2009 $0 

FOR VALUE RECEIVED, Corus Construction Venture, LLC, a Delaware 

limited liability company (herein referred to as the "Issuer"), hercby unconditionally 

promises to pay to the order of Cede & Co., or its successors and registered assigns, the 

principal sum oUO (zero and 0011 00 United States Dollars) (or such other amount as 

shall be the outstanding principal amount of this Purchase Money Note' shown on this Schedule A hereto). No interest shall accrue on the outstanding principal amount of 


Purchase Money Note. The entire outstanding principal amount of this Purchase Money 

Note shall be due and payable on October 25, 2012 (the "Maturity Date") or such earlicr 

date as such amount shall become due and payable pursuant to thc terms of this Purchase Moncv Note. ~
 J The principal of this Purchase . ~ is payable in such coin or
 

payment is legal tender for currency of the United States of America as t. ' ime of 


payment of public and private debts. All, y.. ade by the Issuer with respect to


payments set forth in Section this Purchase Money Note shall be s~' 't ' priority of 


5. i of the Custodial and Paying Ag¿ A. cement (as hereinafter defined). This 

Purchasc Money Notc is subject to all of the Custodial and Paying Agency
 

Agreement. Unlcss otherwise defined herein, capitalized terms used in this Purchase 

Money Note have the mcanings provided in, or by reference in, that certain Custodial and 

Paying Agency Agreement, dated as of October 16,2009, among the Issuer, the Federal the Purchase Deposit Insurance Corporation, in its corporate capacity, as the guarantor of 


Money Notes, the Federal Deposit Insurance Corporation, in its capacity as the Receiver 

for Corus Ban, 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 cntered into by Issucr and any new or successor custodian 

and paying agent, thc "Custodial and Paying Agencv Agreement"). 

This Purchase Money Note may not be prepaid, in whole or in part, 

the Purchase Money Note Guarantor and the without the prior writtcn consent of 


Advance Lender. Any amount repaid or prepaid under this Purchase Money Note may 

not be reborrowed. 

Thc Holdcr, by acceptancc of 
 this Purchase Money ~otc, covenants and

agrces that no recourse may be taken, directly or indirectly, with rcspect to the rights of 

the Issuer under thc Custodial and Paying Agency Agreement or any Ancillary 

5 
Documents or under any certificate or other writing delivered in connection therewith, 

against the Paying Agent or the Servicer or any of their Affliates. 

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 offce 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 Issucr 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. ,'\ " . i
 

This Purchase Money 0Jote is a regist~)~te and may be transferred
 

only upon surrender to the Paying Agent (with con9nt ~itten notice to the Issuer of
 

the requested transfer) of this Purchase MoneYl:cl~r registration and transfer, duly 

end.orsed by, or accompani~d by a written inst(li~~~~rtran~~er duly executed by, the . 

registered holder hereof or its attorney d~~ed in writing. Upon surrender of this 

Purchase Money Note as above provide og er with the name, address and other 

information for notices of 
 the transferce, tying Agent shall promptly register the


transfer, record the transfer on this Purchase Money Note and deliver the same to the 

this Purchase Money Note shall be effective upon registration of 

thc transfer by the Paying Agent. Prior to registration of such a transfcr, the Person in 

whose name this Purchase Money Note is registered shall be deemed the owner and 

Holder thereof for all purposes hcreof, and the Issuer shall not bc affected by any notice 

or knowledge to the contrary. 

transferee. A transfer of 


Upon request by a transfcrce of this Purchase Money Note that a new 

Purchase Money Note be issued or upon receipt by the Issuer of evidence rcasonably 

satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this 

Purchase Money Note and (a) in thc case of loss, theft or destruction, of indemnity 

reasonably satisfactory to it, or (b) in the case ofa request by a transferee that a new 

Purchase Money Note be issued or in the case of mutilation, upon surrender and 

the Purchase Money Note, within two Business Days thereafter, the Issuer 

shall execute and deliver, in lieu thereof, a new Purchasc Money Note. 

cancellation of 


the foregoing, The Paying Agent, the Servicer and any agent of any of 


may treat the Person in whose name this Purchase Money Notc is registered as the owner 

6 
the foregoing shall be affected by notice and Holder hereoffor all purposes, and none of 


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 

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) fies a voluntary petition for relief in any Insolvency Proceeding (as defined 

in the Reimbursement and Security Agreement); (iii) is adjudged bankpt 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 of the Issuer's properties; (vi) fies 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 Cia;US. (i) through (v); (vii) becomes 

unable to pay its obligations (other than the Purcha.. ney Notes, unless a Purchase 

Money Note Trigger Event has occurred and i~. n ui and is not cured within ten
 

(10) Business Days) as they become due;~." least sixty (60) days have passed following the commencement of any g din inst the Issuer seeking 

reorganization, arrangement, compos~~ stment, liquidation, dissolution or 

under any Law, and suc~eding has not been dismissed, or at least 

sixty (60) days have passed following the appointment of a trustee, receiver or liquidator
 the Issuer's properties without the Issuer's
 

similar relief 


for the Issuer or all or any substantial part of 


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 of the stay if such appointment has not been vacated. 

Upon the occurrencc of an Event of Default specified in paragraph (X) 

the Purchase Money Note Guarantor, and the above, the Holder may, with the consent of 


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 

Issucr hereunder, and on delivery of such a notice, the unpaid principal amount of this 

Purchase Money Note and any other anlOunts owed by the Issucr 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
 

Purchasc Money Note shall forthwith automatically become immediately due and 

payable, both as to principal and as to any other amounts owed by the Issucr hereunder, 

7 
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, 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 thc Holder hereof such additional amounts as shall 

be suffcient 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 thc 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 occasi9 be deemed a bar to or waiver 

of the same or any other right on any future occa. . cept as otherwise set forth
 

herein, the rights and remedies of the Holder ar u and not exclusive of any 

rights or remedies the Holder would otherwise(~ ,
 

The Issuer's obligations æe~are absolute and unconditional and 

shall not be affected by any circumstan~tsoever, and the Issuer hereby agrees to 

make, or cause the Paying Agent to make, all payments hereunder in full and whcn due, 

whether in respect to principal or any other amount owed by the Issuer hereunder, 

without notice, dcmand, counterclaim, setoff, deduction, defense, abatement, suspension, 

limitation, deferment, diminution, rccoupment or other right that the Issucr 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. i of the Custodial and Paying Agency Agreement, and the 

Issuer hereby waives and agrccs not to assert any defense (othcr than payment in 

accordance with the terms hereof), right of counterclaim, sctoff or recoupment, or other 

right which it may have against the Holder hcrcof or any other Pcrson. 

All notices, requests, demands, and other communications required or 

permitted 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 noticc 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 rcceipt (or refusal thereof) by the relevant 

pary 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 aftcr deposit in the mails, postage prepaid; and (C) if 

8 
delivered by electronic mail (which form of delivery is subject to the provisions of this mail message be effective as a paragraph), when delivered. In no event shall a voice 


notice, communication or confirmation hereunder. 

If to the Issuer, to: 

Corus Construction Venture, LLC
 

591 West Putnam Avenue
 

Greenwich, CT 06830
 

Attention: John McCarhy
 

with a copy to: 

Rinaldi, Finkelstein & Franklin, LLC
 

591 West Putnam Avenue
 

Greenwich, CT 06830 

Attention: Ellis Rinaldi 

RinaldiêStarwood.com 

to the HoI f, to:
 

TimotHQ.~
 

and if 


Se . (or al Markets Specialist
 

r~ o,. posit Insurance Corporation


(~50 l-ith; Street, ~.W.

~F-7026 

Washington, D.C. 20429 

Tkruseêfdic.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 

Galexanderêfdic. gov
 

David Gearin
 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

9 
Arlington, VA 22226
 

Dgearin(gfdic.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(gfdic.gov
 

with a copy by email to: 

Thomas Raburn 

Traburn(gfdic.gov 

In case anyone or more of th~P. visions hereof should be invalid, illegal 

or unenforceable in any respect, the val~'di . . 'ty and enforceability of the remaining 

provisions contained herein shall not in' ffected or impaired thereby.


C:' " 

This Purchase Moneý'~Not~ ii bind the Issuer and the successors of the 

Issuer, and the term "Issuer" helt shaltclude the successors of the Issuer.
 \~~~j) 

The terms of this Ì'chase 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 shaIl 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 shaIl be governed by and construed in accordance with federal law, 

but if federal law does not provide a rule of decision, it shaIl 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. 

the Issuer and each Holder (if such Holder is not the (a) Each of 


FDIC; any Holder that is not thc FDIC, a "Non-FDIC Holder"), on behalf of itself and 

its Affliates, irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United Statcs District
 

New York and to the
 jurisdiction ofthc United States Court for the Southern District of 


District Court for the District of Columbia for any suit, action or proceeding against it or
 

any of its Affiliates commenced by any Holder (if such Holder is the FDIC; the Holder
 

10 
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 waivcs 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 fies 

the FDIC Holder; the suit, action or proceeding without the consent of 


(B) assert that venue is improper in either the United 

New York or the United States District 

Court for the District 0 Columbia; or 

States District Court for the Southern District of 


(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
 

its Affliates State of New York for any suit, action or proceeding against it or any of 


commenced by the FDIC Holder arising out of, relating to, or in connection with this 

Purchase Money Note or any Ancillary Docum:~other than the LLC Operating 

Agreement), and waives any right to: ~
 

(A) remo(¿)~~insfer such suit. action or procceding to 

any other court or dispute-rcsolution ~~~out the consent of the FDI C IIoldcr; 

/;: \.'~ ))
 

(B), \. ils~that venue is improper in the Supreme Court
 

of the State of New York; or....::. 

assert that the Supreme Court ofthc State of
 New (C)
 

York is an inconvenient forum.
 

(iii) agrees to bring any suit, action or proceeding by the Issuer,
 

each Non-FDIC IIolder, or its Affliates against the FDIC Holder arising out of, relating 

to, or in connection with this Purchase Money Note or any Ancillary Document in only
 New York or the
 either the United States District Court for the Southern District of 


United States District Court for the District of Columbia, and waives any right to remove 

or transfer such suit, action or procceding to any other court or dispute-resolution forumthe . without the consent of the FDIC Holder, and agrees to consent thcreafter to transfer of 


suit, action or proceeding to either the Unitcd States District Court for the Southern 

District of Ncw York or the United States District Court for the District of Columbia at 

the option of 
 the FDIC Holder; and

(iv) agrees, if thc 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 the FDIC Holder. any other court or dispute-resolution forum without the consent of 


I i 
the Issuer and each Non-FDIC Holder, on behalf of itself (b) Each of 


and its Affiiates, 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 of the Issuer
 

and each Holder, on behalf of itself and its Affliates, hereby irrevocably and 

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 

by registcred 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. 

copies thereof 


(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 T~ .ER HEREBY IRREVOCABLY
 

AND UNCONDITIONALLY W AlVES AN'~GH IT MAY HAVE TO A TRIAL
 

BY JURY OF ANY DISPUTE AR£11.~UT OF OR RELATING TO THIS
 

PURCHASE MONEY NOTE ANI).iA~È$"THAT ANY SUCH DISPUTE SHALL
 

BE TRIED BEFORE A JUDGE Sitt~q¡WiTHOUT A JURY.
 

On or after the 40th day after October 16,2009, 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 delivcred in exchange for only that ponion of this Temporary Regulation S Global 

which there shall have been presented to the Depository by Euroclear 

or CIearstream 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 Tcmporary Regulation S Global Note are owned by persons
 

who are not U.S. Persons. 

Note in respect of 


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


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

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 thc 

Issuer or the Depository endorsing Schedule A of the pcm1anent Regulation S Global 

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

12 
permanent Regulation S Global Note by an amount equal to the aggregate principal 

amount of additional Purchase Money Notes to be exchanged. 

Interests in this Global Note may be exchanged for a beneficial interest in 

the corresponding Rule I44A 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 ref1ect the reduction of or increase in the principal amount evidenced hereby. 

Title to Purchase Money Notes ~\pass by registration in the Purchase 

Money Note Register kept by the Purchase ~~. e te Registrar, which initially shall be 

the Paying Agent. \~/)
 ¡;' .. ': 

No service charge ~it\~;';)~for registration o~transfer or exchange of
 

this Purchase Money Note, but tl\päyiiig-:Agent may require payment of a sum 

suffcient to cover any tax or othei-~rtental charge payable in connection therewith.
 

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANKJ 

i 3 
IN WITNESS WHEREOF, the Issuer has caused this instruent to be 

the date first shown above. signed, manually or in facsimile, by its sole Member as of 


CORUS CONSTRUCTION VENTURE,
 LLC ,,­

By: Federal Deposit~!J Corporation,
 

as the Receiver for ctiù~~ . N.A., as

sole Member \~'.._j J ~,--' 

~~

¡Signature Page to COTUS - Purchase Moncy Note) 
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 ihis Global 

Note following such Notaiion mad~ by Date exchangel	 Original principal ihis Global Noie 

amount of this exchanged!redeemed! exchange!redemption! or on behalf of the 

red em pI i on! repayment! 

Global Nole repaidlincreased repaymenl/increase Issuer increase made 

.! 

,'::.. i
 ,/-~\ \.\.v -..'.~:/. 

!( '\\ '\ . 

rr' \~J ~J7­ f15 
Corus Transaction 

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 SECURITIES 

ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE 

LA WS OF ANY JURISDICTION AND IN ACCiNCE WITH THE 

CERTIFICATIONS AND OTHER REQUIREME SPECIFIED IN THE 

CUSTODIAL AND PAYING AGENCY A l' REFERRED TO HEREIN 

(A) TO A TRANSFEREE (1 ) THAT ig~FI PURCHASER" WITHIN THE 

MEANING OF SECTION 3(C)(7)~ . i~Ld:rMENT COMPANY ACT
 

PURCHASING FOR ITS OWN A OR FOR THE ACCOUNT OF A
 

QUALIFIED PURCI lASER, (2) T (i) WAS NOT FOIUv1ED 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 

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 

REASONABL Y 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 144/\ 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 

Doc# USl:78ól73v3
 
PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS DEFINED IN 

REGULATION 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 

PRICIPAL 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 PA YING AGENCY AGREEMENT. 

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, TH P YING AGENT OR ANY
 

INTERMEDIARY. EACH TRANSFER IS PURCHASE MONEY NOTE
 

AGREES TO PROVIDE NOTICE 0 FER RESTRICTIONS SET FORTH
 

HEREIN AND IN THE CUS~I\ A YING AGENCY AGREEMENT TO
 

THE TRANSFEREE. IN AD 1'10 THE FOREGOING, THE COMPANY HAS
 

THE RIGHT, UNDER THE C IAL AND PA YING AGENCY AGREEMENT,
 

TO COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCI lASE 

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. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PA YABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAYBE LESS THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING TIllS 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 DEEMED TO HAVE
 

REPRESENTED AND W ARRNTED 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 TI IE 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 

2 OocU USI:7R61BvJ
 
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, ST ATE OR LOCAL LAW). 

ANY TRANSFER, PLEDGE OR OrHER USE OF THIS PURCHASE MONEY 

NOTE FOR VALUE OR OTHER WISE 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 ENTIT~YS S REQUESTED BY AN 

AUTHORIZED REPRESENTATIVE OF D~ ANY PA YMENT HEREON IS
 

MADE TO CEDE & CO.), .
 

FOR THE PURPOSES OF SEc~(f~, 273 AND 1275 OF THE INTERNAL
 

REVENUE CODE OF 1986, AS ~D, THIS PURCHASE MONEY NOTE is
 

BEING ISSUED WITH ORIGINA SSUE DISCOUNT. YOU MA Y CONTACT THE 

FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH STREET, N.W., 

ROOM F-7026, WASHINGTON, D.C. 20429, ATTENTION: TIMOTHY A. KRUSE, 

AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND THE YIELD 

TO MATURITY OF THIS PURCHASE MONEY NOTE. 

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 n01(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 TIlE HOLDER IN 

RESPECT OF THIS PURCI lASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$I,OOO 

IN EXCESS THEREOF. 

3 DocU tJSU7K(,;71vl
 
--

PURCHASE MONEY NOTE
 

Certificate No.: C-R-l

ISIN No.: 

CUSIP No.: 

October 16, 2009 $377,351,000 

FOR VALUE RECEIVED, Corus Construction Venture, LLC, a Delaware 

limited liability company (herein referred to as the "Issuer"), hereby unconditionally 

promiscs to pay to the order of Ccdc & Co., or its successors and registered assigns, the 

principal sum of$377,351 ,000 (thrce hundred seventy-seven million three hundred fiftyone thousand and 00/100 United States Dollars) (or such other amount as shall be the 

outstanding principal amount of this Purchase Money Note shown on Schedule A hereto). this Purchase Money No interest shall accrue on the outstanding principal amount of 


Note. The entire outstanding principal amount of 
 this Purchase Money Note shall be due

pate") or such earlier date as such
 and payable on October 25,2013 (the "Maturity 


~:~e~nt shal1 become due and payable pur:~,~.~t::t~ the terms of this Purchase Money ,\)) .~ 

this ~.~ ~oney Note is payable in such coin or 

payment is lègal tender for The principal of 


currency of the United States o~, . at the time of 


payment of public and private ts. payments made by the Issuer with respect to
 

this Purchase Money Note shall 
 13 bject to the priority of payments set forth in Section

5.1 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 Notc have the meanings providcd in, or by reference in, that cel1ain Custodial and 

Paying Agency Agreement, dated as of October 16,2009, among the Issuer, the Federal the Purchase Deposit Insurance Corporation, in its corporate capacity, as the guarantor of 


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 CoIlateral 

Agent pursuant to the Reimbursement and Security Agreement, and Wel1s 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 Paving Acency Agreement"). 

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 reborrowed. 

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 

4 Doc# USI57~('17.l.' 
Documents or under any certificate or other writing delivered in connection therewith, their Affliates. against the Paying Agent or the Servicer or any of 


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 of the Holder 

hereof, by check to such address as the Holder shall have designated to the Paying Agent this Purchase Money in writing, in each case without the presentation or surrender of 


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 

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 

surrender of 


the next succeeding Business Day. 

payment to certain This Purchase Money Note is limited in right of 


collections and recoveries respecting thc Loans, all as more specifically set fOlth in the 

Custodial and Paying Agency Agreement. As prov~ded in the Custodial and Paying 

Agency Agreement, deposits and withdrawals fi~iP\ the Accounts may be made by the 

Paying Agent from time to time for purpos~..õtlèf'han distributions to the Holder. ,\. ."y
 \..//
 

This Purchase Money Nòt~ì,!'~gistered note and may be transferred
 

only upon surrender to the Paying'A:ge~h concurrent written notice to the Issuer of
 

the requested transfer) of this pur~jvoney Note for registration and transfcr, duly transfer duly executed by, the endorsed by, or accompanied by a Wrtten instrument of 


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 the 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 hereof, and the Issuer shall not be affected by any notice 

or knowledge to the contrary. 

Upon request by a transfi:ree of this Purchase Money Note that a new
 

Purchase Money Note be issued or upon receipt by the Issuer of evidence reasonably
this the ownership of
 and the loss, theft, destruction or mutilation of
 satisfactory to it of 


Purchase Money Note and (a) in the case of loss, theft or destruction, of indemnity 

rcasonably 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 of mutilation, 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 

5 noc# USU786173\'3
 
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 

operation of Law or otherwise, shall constitute an "Evcnt of Dcfault" under this 

Purchase Money Note: 

(X) the occurrence of any "Event of Default," as defined in the 

Reimbursement and Security Agreemcnt; 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 insolvcnt or 

there is entered against the Issuer an order for rclief in any Insolvency Proceeding; (iv) 

files a petition or answcr sceking for the lssucr any reorganization, arrangement, 

composition, readjustment, liquidation, dissolution, or similar relicf undcr any Law; (v) 

seeks, consents to, or acquiesces in the appointment of a trustee, receivcr or liquidator of 

the Issuer o.r of all ~r ~ny subs.t~ntial part of the!. s~u~r'~ properti~s; (vi) files ~~ answer or 

other plcading admitting or faiIing to contesLth\fà%lal allegations of a petition filed 

against the Iss~er in .anYYTOceeding dc~,~ri:~~a:0' clauscs (i) through (v); (vii) becomes 

unable to pay It~ obligations (other t~¡l1Hthè'f~~as~ ~oney N?tes, unless a ~u~chase 

Money Note Tngger Event has ocqirre~is continuing and is not cured within ten 

(10) Business Days) as thcy beco~; or (viii) at least sixty (60) days have passed 

following thc commencement of any proceeding against the Issuer seeking 

reorganization, arrangement, composition, readjustment, liquidation, dissolution or 

similar rclicf under any Law, and such proceeding has not been dismissed, or at least 

sixty (60) days have passed following the appointment of a trustee, recciver or liquidator 

the Issuer's properties without the Issuer's for the Issucr or all or any substantial part of 


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 of the stay if such appointment has not been vacated. 

Upon the occurrence of an Event of Default specified in paragraph (X) 

abovc, the Holder may, with the consent of the Purchase Money Kote 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 hereundcr, and on delivcry of such a notice, the unpaid principal amount of this 

Purchase Money Notc and any othcr amounts owed by the Issuer hercunder, 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 owcd by the Issuer hereunder, 

DoU. lIS1.7861i:v3 6
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, and the Holder, upon acceptance of any such payment, wil 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 shalI execute written assignments of such 

claims. 

The Issuer shalI pay to the Holder hereof such additional amounts as shall 

be suffcient to pay the Holder's actual and reasonable costs and expenses of collection, 

including without limitation reasonable attorneys' fees. . ! 

No delay, omission or waiv.er\ on ~ part of the Holder in exercising any
 

right hereunder shall operate as a wai'ie?~f~¿uch 'tight or any other right of the Holder,
 

nor shall any delay, omissio~ or.;yaif~r'~~ one oc.casion be deemed a bar .to or waiver
 

of the same or any other righ~a ~,Jture occasion. Except. as otherwise set forth 

herein, the rights and remedie ~e Holder arc cumulative and not exclusive oj any 

rights or remedies the Holder wou 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 pnncipal 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 terms hereof), right of counterclaim, setoff or recoupment, or other 

right which it may have against the Holder hcreof or any other Person. 

All notices, requcsts, demands, and other communications required or 

permitted to be given or dclivered under or by reason of the provisions of this Purchase
 

Money Note shall be in writing and shalI be mailed or delivered to thc applicable address 

or electronic mail address of the parties specified below for such Person or to such other 

addrcss 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 

7 Doc": USU7K6173,,1 
delivered by electronic mail (which form of delivery is subject to the provisions of this mail message be effective as a paragraph), when delivered. In no event shall a voice 


notice, communication or confirmation hereunder. 

If to the Issuer, to: 

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 

Rinaidi~Starwood.com 

and if to the Holder hereof, to: . ., , '.

" '.' ,.. ...,)
 

Timothy A. Kruse r ;': \\~
 

Senior Capital ¥iwk~,_~!ci~Iist 

Federal Deposi(\~SUfflÌ'cé Corporation 

550 1 7th Strcet,~
 

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 i 7th 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 Scction 

Special Issues Unit
 

350 I Fairfax Drive (Room E-7056) 

Doc#. USi:7RúI7Jv) R 
Arlington, VA 22226
 

Dgearin~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
 

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 cnforccabiIity of the remaining 

provisions containcd herein shall not in any way be affe~ted 'or impaired thercby. 

This Purchase Money Nof~ s~I\?nd thc Issuer and the successors of the the Issuer.
 Issuer, and the term "Issuer" herein ~pml '¡~~0le the successors of
 \ \ J) 

The terms of this Puft~e Money Note may be amended from time to 

timc 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 Moncy Note, such consent shall be governed by the provisions of 

the Custodial and Paying Agency Agreement. 

This Purchase Money Notc 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 of 

laws rulc 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 Holdcr is not the
 

FDIC; any Holder that is not thc FDIC, a "Non-FDIC Holder"), on behalf of itself and 

its Affliates, irrevocably and unconditionally: 

(i) consents to the jurisdiction of the Unitcd States District
 

Court for the Southern District of New York and to thc jurisdiction of the United Statcs 

District Court for thc District of Columbia for any suit, action or proceeding against it or 

any of its Affliates commenced by any Holder (if such Holdcr is the FDIC; the Holdcr 

DocN US1 57X(d7h,
 9
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 FDIC Holder; the suit, action or proceeding without the consent of 


(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 

New York or the United States District Court for the District of 

Columbia is an inconvenient forum. 

Southern District of 


(ii) consents to the jurisdiction of thc Supreme Court of the
 

State of Ncw 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 conncction 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 the FDIC Holder; any other court or dispute-resolution forum without the consent of 


...,- \', ; 

(B) a~f~(thâ\"r~nue is improper in thc Supreme Court 

of the State of New York; or r ( \...-'~. ;:~.~ \V)

(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 Affliates against the FDIC Holder arising out of, relating 

to, or in connection with this Purchase Money Note or any Ancillary Document in only
 New York or the
 either the United States District Court for the Southern District of 


United States District Court for thc District of Columbia, and waives any right to remove 

or transfer such suit, action or procecding 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 Columbia at District of New York or the United States District Court for the District of 


the option ofthc 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 thc District of Columbia 

both lack jurisdiction to hear a suit, action or proceeding falling within paral!raph (a)(iii) 

above, to bring that suit, action or proceeding in only the Supreme Court of the State of 

New York, and waivcs any right to rcmove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum wililOut the consent of the FDIC Holder. 

10 Doc# US15786173v3
 
the Issuer and each Non-FDIC Holder, on behalf of itself (b) Each of 


and its Affliates, 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 of the Issuer
 

and each Holder, on behalf of itself 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 (a) or clause (b) above may be effected by the mailing of 

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. 

copies thereof 


(d) Nothing in paragraph (at para2raph (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 HOLDpR HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES ANY RIGHTlT MA Y HAVE TO A TRIAL 

'OR RELATING TO THIS
 BY JURY OF ANY DISPUTE ARISING OlJt' OF' 


PURCHASE MONEY NOTE AND AGRE)f~fTt-I.~T ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JCDGE SITTING...Mllf)lQUT A JURY. 

Interests in this Global N~~'è':ri~y be exchanged for a beneficial interest in 

the corresponding Temporary Regulation S Global Note or Regulation S Global Note or 

for the corresponding Certificated Note, in each case subject to the restrictions as set 

foi1h 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 hercby. 

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 scnice 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. 

i i Ooc# USJ:7SC,I73v3 
I~ . .... 

,/ ( lJ /;:;:,~~

"'v' ; ~ '. ',­

((\\ '",,, 

(REMAINDER OF PAGE INT~~¡\LL Y LEFT BLANK)
 

12 DoeR US1:5786173\,) 
IN WITNESS WHEREOF, the Issuer has caused this instrment to be 

signed, manually or in facsimile, by its sole Member as of the dale first shown above. 

CORUS CONSTRUCTION VENTURE, 

LLC 

By: Federal Deposit Insuran~ Corporation, 

as the Receiver for Corua:~~, N .A., as 

sale Member " '.';)'\ \\, 

~

Title: 

(Signatue Page to Corus - Purchase Money Note) 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The foIIowing 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 

Date exchange/ 

redempti on/repayment/ 

increase made 

Original principal 

amount of this 

Global Note 

Par of principal amount of 

this Global Note' 

exchanged/redeeiied/ 

rcpaidlinereased','" . / 

amount of this Global 

Note following such 

ex change/redem ption/ 

repayment/increase 

Notation made by 

or on behalf of the 

Issuer 

, 

i . ....'.,. 

) 

\ ~. 

,.' ~:i \,'.'" .~ ) / , 

(:, .'" 

, ~:"--. ... 

14 DocU IIS1:57S617h3 
Corus Transaction 

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. 

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 

LA WS OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE 

RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE CUSTODIAL 

AND PAYING AGENCY AGREEMENT.Ê1TH DER HEREOF, BY ITS 

ACCEPTANCE OF THIS PU~S E, FURTHER REPRESENTS,
 

ACKNOWLEDGES AND A. I NOT REOFFER, RESELL, 

PLEDGE OR OTHERWISE . ..IS PU CHASE MONEY NOTE (OR
 

ANY INTEREST HEREIN) E . PT IN COMPLIANCE WITH THE SECURITIES
 

ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE 

LA WS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE 

CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE 

CUSTODIAL AND PA YING 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 OrA 

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,OOO,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 AND (v) AGREES TO PROVIDE NOTICE TO ANY 

SUBSEQUENT TRAl\SFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 
IN THIS LEGEND AND (3) THAT is A PERSON WHOM THE SELLER 

REASONABL Y 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 (I) 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 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 

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 AGREEME~TS SET FORTH IN THE 

CUSTODIAL AND PA YING AGENCY AGREEMENT. 

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 BEiOF i 0 FORCE AND EFFECT, 

WILL BE VOID AB INITIO, AND WIti~ TE TO TRANSFER ANY 

RIGHTS TO THE TRANSFER~qr' .,1\ ING ANY INSTRUCTIONS TO
 

THE CONTRARY TO THE CO P "- PA Y. G AGENT OR ANY
 

INTERMEDIARY. EACH TRAN EROR QF TIIlS'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 PA YING AGENCY AGREEMENT) TO SELL ITS INTEREST IN 

THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF 

OF SUCH OWNER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE 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 ACQUIRIG THIS PURCHASE 

MONEY NOTE MAY ASCERTAIN ITS CURRENT PRICIPAL 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 

2 
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 i 986, 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 SUBST ANTIALL Y 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, T. THE COMPANY OR ITS
 

AGENT FOR REGISTRATION OF TRA ;, \: CHANGE OR PAYMENT AND
 

ANY PURCHASE MONEY ~~. , . ~l: ISTERED IN THE NAME OF 

CEDE & CO. OR OF SUCH. HE....... I AS I REQUESTED BY AN
 

AUTHORIZED REPRESENT . '-. DTC (AND ANY PAYMENT HEREON IS 

MADE TO CEDE & CO.). 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND i 275 OF THE INTERNAL 

REVENUE CODE OF i 986, 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, ATTENTION: TIMOTHY A KRUSE, 

AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND THE YIELD 

TO MATURITY OF THIS PURCHASE MONEY NOTE. 

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 nOI(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 

nOI(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

3 
FEDERAL BACK-UP WITHHOL.DIN.. G .UPO.. N!_ ENTS TO THE HOLDER IN 

RESPECT OF THIS PURCHASE MONEl. '.
 .,.. . ...
 

(..'- .
 

INTERESTS IN THIS 0 . OON- N . . - MU . BE HELD IN MINIMUM 

DENOMINATIONS OF U'S,$~~ TEGRAL MULTIPLES OF U.S.$I ,000 

IN EXCESS THEREOF. ­

4 
PURCHASE MONEY NOTE
 

Certificate No.: C-T-1 

ISIN No.:
 

CUSIP No.: .. 

October 16, 2009 $0 

FOR VALUE RECEIVED, COTUS Construction Venture, LLC, a Delaware 

limited liability company (herein referred to as the "Issuer"), hereby unconditionally 

promises to pay to the order of Cede & Co., or its successors and registered assigns, the 

principal sum of$O (zero and 00/100 United States Dollars) (or such other amount as 

shall be the outstanding principal amount of this Purchase Money Note shown on 

Schedule A hereto). No interest shall accrue on the outstanding principal amount of this this Purchase Money Purchase Money Note. The entire outstanding principal amount of 


Notc shall be due and payable on October 25, 2013 (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~ayment is legal tender for

payment of pub lie and private debts. All pay men '~y the Issuer with respect to 

this Purchase Money Note shall be SUbject~. . . .:t Af payments set forth in Section 

5.1 of the Custodial and Paying Age~~re.' (aš\~~inafter defined). This
 

Purchase Money Note is subject to ~í i~r~_.~ ustödial and Paying Agency 

Agreement. Unless otherwise defineltein, capitalized tenns 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, thc 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 Corns 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 timc to time, and including any 

substantially similar agreement entcred into by Issuer and any new or successor custodian 

and paying agent, the "Custodial and Paving Agency Agreement"). 

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 reborrowed. 

The Holder, by acceptance of this Purchase Money Note, covenants and 

agrees that no recourse may be taken, dircctly or indirectly, with respect to the rights of 

the Issuer under the Custodial and Paying Agency Agreement or any Ancillary 

5 
Documents or under any certificate or other writing delivered in connection therewith, their Affliates. against the Paying Agent or the Servicer or any of 


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 wrting 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 

this Purchase Money Note at the offce 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. 

surrender of 


This Purchase Money Note is limited in right of payment to cei1ain 

collections and rccoveries 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 othe~. (distributions to the Holder. 

This Purchase Money N~' ~~s~~ note and may be transferred
 

only upon surrender to the Payin~~Re' (ry oncurrent written notice to the Issuer of
 this PUt~a~ y ote for registration and transfer, duly transfer duly executed by, the the requested transfer) of 


endorsed by, or accompanied by a'Wen instrument of 


registered holder hereof or its attorney duly authorized in writing. Upon surrender of this 

Purchase Money Notc as above provided, togethcr with the name, address and other 

the transferee, the Paying Agent shall promptly register the 

transfer, record the 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 thercof for all purposes hereof, and the Issuer shall not be affected by any notice 

infonnation for notices of 


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 of mutilation, upon surrender and 

the Purchase Moncy Note, within two Business Days thereafter, the Issuer 

shall execute and deliver, in lieu thereof, a new Purchase Money Note. 

cancellation of 


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 

6 
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 involuntar or comes about or is effected by 

operation of Law or otherwise, shall constitutc an "Event of Default" under this 

Purchase Money Notc: 

(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) 

fies a petition or answcr 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'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) tough (v); (vii) becomes 

the Issuer or of all or any substantial part of 


unable to pay its obligations (other than the Purchase otes, unless a Purchase 

Money Note Trigger Event has occurred and is con 1 a is not cured within ten
 

(10) Business Days) as they become due; or (~. st sixt (60) days have passed
 

following the commencement of any pr eSi a' \on the Issuer seeking
 

reorganization, arrangement, compositi~.ajÙS ment, liquidation, dissolution or 

similar relief under any Law, and such proceêding has not been dismissed, or at least 

sixty (60) days have passed following the appointment of a trustee, receiver or liquidator 

the Issuer's properties without the Issuer's for the Issuer or all or any substantial part of 


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 of the stay if such appointment has not been vacated. 

Upon the occurrcnce of an Event of Default specificd in paragraph (X) 

above, the Holder may, with the consent of 
 the Purchase Moncy 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 thc Issuer, declare this Purchase Money 

Note to bc 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 thc 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 exprcssly waived 

by the Issucr. If an Event of Default specified in paragraph (Y) abovc occurs, this
 

Purchase Money Note shall forthwith auto;11atically become immcdiatcly duc and 

payablc, both as to principal and as to any other amounts owed by the Issuer hereunder, 

7 
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, 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 suffcient to pay the Holder's actual and reasonable costs and expenses of collection,
 

including without limitation reasonable attorneys' fee~.fl
 

No delay, omission or waiver..£%~~; a~'~ the Holder in exercising any 

right hereunder shall operate as a waiver ~\ ht or any other right of the Holder,
 

nor shall any delay, omission or waiv~- ~.9~ ccasion be deemed a bar to or waiver 

of the same or any other right on a ,ry.reóccasion. Except as otherwise set forth
 

herein, the rights and rcmedies of thc Ô'dcr arc 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 HoIdcr hereof or any other Person, but subject in all respects to the priority of 

payment set forth in Section 5. i of the Custodial and Paying Agency Agreement, and the 

Issucr hcreby 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 

permitted to be given or delivcred under or by reason orthe 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 bc 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 rclcvant party hereto; (B) if delivered

by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (C) if 

8 
delivered by electronic mail (which form of delivery is subject to the provisions of this mail message be effective as a paragraph), when delivered. In no event shall a voice 


notice, communication or confirmation hereunder. 

If to the Issuer, to: 

Corus Construction Venture, LLC 

591 West Putnam Avenue 

Greenwich, CT 06830
 

Attention: John McCarhy
 

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 here9-~'

,~-.\.\ Timothy A. ~) '2
 

SeniC?r ~i~~Ì'~arkets Specialist
 

F eqeraI'Qktiìinsurance Corporation 

59017,i Steet, N.W. 

Roòìl1-7026
 

Washington, D.C. 20429
 

Tkrse~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. Alexandcr
 

Gaiexander~fdic.gov
 

David Gearin
 

Senior Counscl
 

FDIC Legal Division
 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

9 
Arlington, V A 22226 

Dgearin§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 

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 containcd herein shall not in any way be affected or impaircd thereby. ,.' ii 

This Purchase Money Note ~ipd the Issuer and the successors of the the Issuer.
 Issuer, and the term "Issuer" herein Sh..~l.i.,\~e thèsuccessors of
 ,'." \ 

The terms of t!rS'-:P~~~ Money Note may be amended from time to 

time only by the written agreei\nt o,é Issuer and the Holder, subject in all instances to 

the terms of the Purchase Mon~'~¿íe 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 thc provisions of 

the Custodial and Paying Agency Agreement. 

This Purchase Money Note and the rights and the dutics of the Issuer and 

the Holdcr hereunder shall be governed by and construcd 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 of 

laws rule or principle that might refer the governancc or the construction of this Purchase 

Money Note to the law of another jurisdiction. 

(a) Each of the Issuer and each Holder (if such Holdcr is not thc
 

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 ofNcw 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 of its Affiliates commenced by any Holder (if such Holder is the FDI C; thc Holder 

10 
that is the FDIC, the "FDIC Holder") arising out of, relating to, or in connection with 

this Purchase Money Note or any AncilIary 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; 

(B) assert that venue is improper in either the United District States District Court for the Southern District of New York or the United States 


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 of the Supreme Court of the
 

State of Ncw York for any suit, action or procecding against it or any of its Affliates 

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: .:
 . ..1 l
 '. i 

(A) rcmove or trat~f~r:.s~~~uit, action or proceeding to the FDIC Holder; any other court or dispute-resolution forum wWtõù\tl~.consent of
 .?,.ll'v 

(B) ass~~ th~l~i.e is improper in the Supreme Court
 

of the State of New York; or "'~/J


(C) assert that the Suprcme Court ofthc State ofNcw
 

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 AnciJIary Document in only
 New York or the either the United States District Court for the Southern District of 


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 forumthe without the consent of 
 the FDIC Holder, and agrees to consent thereafter to transfer of


suit, action or procceding to either the United States District Court for the Southern Columbia at District of New York or the United States District Court for the District of 


the option of 
 the FDIC Holder; and

the United States District Court for thc Southern (iv) agrees, if 


Columbia District of New York and the United States District Court for the District of 


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 the FDIC Holder. any other court or dispute-resolution forum without the consent of 


i 1
 
itself the Issuer and each Non-FDIC Holder, on behalf of
 (b) Each of 


and its Affliates, hereby irrevocably and unconditionally agrees that any final judgment 

entered against it in any suit, action or proceeding faIlng within paragraph (a) above may 

be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of paragraph (d) above, each of the Issuer
 

and each Holder, on behalf of itself and its Affliates, hereby irrevocably and 

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 

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. 

copies thereof 


(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 respoI)~ to any suit, action, or 

proceeding against it in any forum. . -..... j
 . . . '. \ 

EACH OF THE ISSUER AND THE'"HÒLP'ÉR PiEREBY IRREVOCABLY
 

AND UNCONDITIONALLY W AIVES-:ANY RÌOHJ IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING o(f OF OR RELATING TO THIS
 

PURCHASE MONEY NOTE AND AchEËS THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

On or after the 40th day after October 16,2009, 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 this Tcmporary Regulation S Global and delivered in exchange for only that portion of 


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

or CIearstream 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 Glohal Note are owned by persons
 

who are not U.S. Persons.
 

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


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

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 r.ew 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 

12 
permanent Regulation S Global Note by an amount equal to the aggregate principal 

amount of additional Purchase Money Notes to be exchanged. 

Interests in this Global Note may be exchanged for a beneficial interest in 

the corresponding Rule I44A 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 bc.eq(orsed on Schedule A hereto 

to reflect the reduction of or increase in the principalamoun~evidenced hereby. .. .
 \' \ \ '" ,-- . 

Title to Purchase Money N.Qtes(S~ál:l ~~~.by registration in the Purchase 

Money Note Register kept by the purch~~~bey Note Registrar, which initially shall be 

the Paying Agent.S....J i ,: :
 ... . ~ ,..' .-" 

No service charge shaIl bc made for registration oftransfcr or exchange of 

this Purchase Money Note, but the Paying Agent may require payment of a sum 

suffcient to cover any tax or other governmental charge payable in connection therewith. 

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 

13 
IN WITNESS WHEREOF, the Issuer has caused this instrment to be 

the date first shown above. signed, manually or in facsimile, by its sole Member as of 


CORUS CONSTRUCTION VENTURE, 

LLC 

., 

By: Federal Deposit Insuainci Corporation,
 ,. -....1 i 

as the Receiver for C9~~~N.A., as 

sole Mcmber (". )) . ~. 

Nam

Titlc

(Signature Page 10 Corns - Purchase Money Note) 
SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The following exchanges, redemptions, repaym~~ror,increase in the whole or a part 

of the Purchase Money Notes represented bYJbi ~~aI Nóte have been made: (/~..\ . 

(t \~!.)
 , ¿: Remaining Principal

~ riJicipal amount of amount of this Global
 

Date exchange/ Original principal
 this Global Note Note following such Notation made by 

exchanged/redeemed/ exchange/redemption/ or un behalf of the redem pti on/ repa ymen tJ amount of this 

repaid/increased repaymentJincrea.~e Issuer increase made Global Note 

15