Corus Transaction 

EXECUTION VERSION 

LIMITED LIABILITY COMPANY INTEREST 

SALE AND ASSIGNMENT AGREEMENT 

THIS LIMITED LIABILITY COMPANY INTEREST SALE AND ASSIGNMENT 

AGREEMENT (this "Agreement") is made as of October 16, 2009 (the "Closing Date"), by 

and among CCV Managing Member, LLC, a limited liability company organized and existing 

Delaware (the "LLC Interest Transferee"), the Federal Deposit Insurance 

Corporation as Receiver for Corus Bank, N.A. (the "Initial Member"), and Corus Construction 

Venture, LLC, a limited liability company organized and existing under the laws of Delaware 

(the "Company"). Capitalized terms used and not defined in this Agreement shall have the 

respective meanings set forth in the LLC Operating Agreement (as hereinafter defined). 

under the laws of 


RECITALS 

WHEREAS, on September 11, 2009, the Federal Deposit Insurance Corporation (the 

"FDIC") was appointed Receiver for Corus Bank, N.A. (the "Failed Bank"); 

WHEREAS, the Initial Member, in its capacity as receiver of Failed Bank, foried the 

Company by causing the Certificate of Formation of the Company to be filed with the Secretary 

of State of Delaware on October 12,2009, and pursuant to the Limited Liability Company 

Agreement dated as of October 13,2009 (the "Original LLC Operating Agreement"), was 

issued the sole membership interest in the Company; 

WHEREAS, the Initial Member and the Company have entered into a Loan Contribution 

and Sale Agreement dated of even date hereof (the "Contribution Agreement"), pursuant to 

which the Initial Member, in its capacity as receiver of Failed Bank, has contributed in part and 

sold in part to the Company all of its right, title and interest in and to the Loans (as defined in the 

Contribution Agreement); 

WHEREAS, after conducting a sealed bid sale for a membership interest in the Company

the total outstanding equity interests of
 the Company (the "Transferred representing 40% of 


LLC Interest"), the Receiver selected Northwest Investments, LLC (the "Sponsor") as the 

successful bidder pursuant to the bid submitted by it and the Sponsor has deposited $53,440,000 

(the "Earnest Money Deposit") with the Initial Member. Following its selection as the 

successful bidder, the Sponsor formed the LLC Interest Transferee as a Qualified Transferee; 

WHEREAS, the Initial Member will retain a 60% membership interest in the Company 

and desires to transfer the Transfened LLC Interest to the LLC Interest Transferee and enter into 

an Amended and Restated Limited Liability Company Operating Agreement among the 

Company, the LLC Interest Transferee and the Initial Member dated as of the date hereof (the 

"LLC Operating Agreement"), and the LLC Interest Transferee desires to acquire the 

Transfened LLC Interest; and 

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

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

which are hereby acknowledged, the Initial Member, the LLC Interest Transferee 

and the Company hereby agree as follows: 

sufficiency of 


Cams- LLC Interest Sale Agreement 
1. Sale and Assignment; Purchase Price; Closing Payment; Closing; Closing
 

Adjustment. 

this Agreement, the (a) Sale and Assignment. Subject to the terms and conditions of 


Initial Member hereby sells to the LLC Interest Transferee, and the LLC Interest Transferee the Initial Member's right, title and interest in hereby purchases from the Initial Member, all of 


and to the Transfened LLC Interest for a purchase price equal to the Purchase Price (as defined 

below). 

(b) Closing Payment. On the Closing Date, the LLC Interest Transferee shall pay the 

Initial Member an amount (the "Closing Payment") equal to the Purchase Price less the Earnest 

Money Deposit, by wire transfer of 
 immediately available funds to an account previously

specified by the Initial Member. The "Purchase Price" shall mean (i) the sum of each product 

obtained by multiplying (A) 20% of 
 the Unpaid Principal Balance of each Loan (and REO

Property) as of September 11, 2009 (the "Cut-Off Date") as shown on the loan schedule 

attached as Exhibit A to the Contribution Agreement (the "Cut-Off Date Loan Schedule") by Date Loan Schedule. (B) the applicable percentage set forth opposite each Loan on the Cut-Off 


the sale of 
 the Transfened LLC Interest provided for in (c) Closing. The closing of 


this Agreement, herein refened to as the "Closing", shall takc place pursuant to the procedures 

and subject to the conditions set forth in this Agreement. 

(d) Closing Procedure. At thc Closing, subject to and upon the terms and conditions
 the Closing Payment, (ii) the of this Agreement, upon (i) the receipt by the Initial Member of 

delivery of 
 the executed LLC Operating AbTfeement by the parties thereto, and (iii) the delivery

the executed Transferec Acknowledgment and Certification, in the form attached hereto as 

Exhibit A (the "Transferee Acknowledgement and Certification") the sale and assignment of 

the Transfened LLC Intcrest to the LLC Interest Transferee and the closing of the other 

transactions contemplated hereby shall be effective. Effective upon the Closing, the resignations 

of 

the Initial Member from all offices and positions with any Ownership 

Entity, any homeowncrship association board, or similar organization with respect to any 

Acquired Collateral, shall become effective, and representatives of the LLC Interest Transferee 

will assume all of such offices and positions effective upon the Closing Date. 

ofreprcsentatives of 


(e) Closing Adjustment Documents; Closing Date Loan Schedule; Closing Date
 

Ownership Entity Cash Amount. Within sixty (60) calendar days following the Closing Date, 

the Initial Member shall prep 
 arc and deliver to the LLC Interest Transferee: (i) a copy of the CutDate Loan Schedule, updated to reflect the Adjusted Unpaid Principal Balance (as defined in the Closing Date (the "Closing Date Loan Off 

the Contribution Agreement) of each Loan as of 


Schedule"); (ii) a schedule setting forth the sum of all cash and cash equivalents held by or for 

the account of all Ownership Entities as of the Closing Date (excluding security deposits, 

deposits made by prospective purchasers of condominiums and cooperative units or other 

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

that such Ownership Entity has a conesponding liability to a third party) (the "Closing Date 

Ownership Entity Cash Amount"); (iii) a schedule setting forth the Proration Amount known 

as of 11 :59 p.m. of the day immediately preceding the day of delivery of the Closing Adjustment the Closing Adjustment (collectively, Documents; and (iv) the Initial Member's calculations of 


£)oc#: USI:574ó069v17 2 
the "Closing Adjustment Documents"). The "Proration Amount" shall mean the difference, 

expressed as a positive or negative number, as the case maybe, between (i) all payments of real 

estate taxes and utility charges and insurance and home ownership association dues with respect 

to each REO Property made by the Failed Bank or the Initial Member prior to the Closing Date 

to the extent relating to periods on or after the Closing Date, and (ii) all payments of real estate 

taxes and utility charges and insurance and home ownership association dues with respect to 

each REO Property that the Company is obligated to make on or after the Closing Date, to the 

extent relating to periods prior to the Closing Date. The "Closing Adjustment" shall mean the 

sum of (i) the difference, expressed as a positive or negative number, as the case may be, the Closing Date and (y) the between (x) the aggregate Adjusted Unpaid Principal Balance as of 


the Cut-Off
 Date plus (ii) the Closing Date Ownership aggregate Loan Schedule Balance as of 


Entity Cash Amount plus (iii) the Proration Amount. The parties shall cooperate in the 

preparation of the Closing Adjustment Documents and such additional documents as may be 

necessary to calculate the Closing Adjustment. Without limiting the generality of the foregoing, 

to the extent necessary, the Company shall provide the Initial Member and its designees with 

reasonable access to the Company's books, records, working papers, personnel and 

representatives which relate to the Loans. For the avoidance of doubt, it is the intention of the 

parties hereto that, in calculating the Closing Adjustment, no party shall be entitled to receive 

from any other party any duplicative payment or credit nor shall such party be required to 

provide to any other party any such duplicative payment or credit. 

(f) Disagreements. Within thirty (30) calendar days after delivery of the Closing
 

Adjustment Documents, the LLC Interest Transferee may dispute all or any portion of such
 

Closing Adjustment Documents by giving written notice (a "Notice of Disagreement") to the 

Initial Member setting forth in rcasonable detail the basis for any such dispute and the LLC
 

Interest Transferee's calculation of any amounts set forth in the Closing Adjustment Documents
 

that are the subject of such dispute (any such dispute being hereinafter called a
 

"Disagreement"). Promptly following the delivery of a Notice of Disagreement, the parties
 the shall commence good faith negotiations with a view to resolving all such Disagreements. If 


LLC Interest Transferee does not give a Notice of a Disagreement within thirty (30) calendar 

the Closing Adjustment Documents, the LLC Intcrest Transferee will bc 

the Closing Adjustment Documents in the form days after delivery of 


deemed to have inevocably accepted all of 


delivered to the LLC Intcrcst Transferee by thc Initial Member and to have agreed to all amounts 

set forth therein. If thc LLC Interest Transferce gives a Notice of Disagreement with rcspect to 

one or more but not all of the Closing Adjustment Documents, the LLC Interest Transferee will the Closing Adjustment Documents with respect be deemed to have inevocably accepted all of 


to which no Notice of Disagreement was provided, in the form delivered to the LLC Interest 

Transferee by thc Initial Membcr and to have agreed to all amounts set forth therein. 

(g) Resolution of Disagreement. If the LLC Interest Transferee delivcrs a Notice of
 

Disagreement and the Initial Member does not dispute all or any portion of such Notice of 

Disagreement by giving written notice (an "Initial Mcmber Noticc") to the LLC Interest 

Transfcree sctting forth in rcasonable detail the basis for such dispute within tcn (10) calendar 

days following the receipt of such Notice of Disagreement, the Initial Member will be decmed to 

havc inevocably acccpted the Closing Adjustment Documcnts as modified in the manner 

the Initial Member gives an Initial Member Notice described in thc Notice of Disagreement. If 


within the ten (1 O)-day period described in the previous sentcnce, and the LLC Interest 

Doctl: LISI :5746069vI7 3 
Transferee and the Initial Member do not resolve the Disagreement within ten (l0) calendar days 

the Initial Member Notice to the LLC Interest Transferee (with such 

resolution evidenced by a written agreement signed by the LLC Interest Transferee and the that is not resolved by an agreement 

after the delivery of 


Initial Member), such Disagreement or portion thereof 


signed by the LLC Interest Transferee and the Initial Member shall be refened to a nationally 

recognized public accounting firm selected by the LLC Interest Transferee and approved by the 

Initial Member (which approval shall not be unreasonably withheld) (the "Independent 

Accounting Firm") for resolution. The Initial Member shall provide the Independent 

this Agreement and relevant Ancillary Documents, copies of 

relevant schedules and other documents, the Closing Adjustment Documents and any supporting 

documentation that has been exchanged by the parties, the Notice of Disagreement, and any 

partial settlements agreed to by the LLC Interest Transferee and the Initial Member in connection Disagreement (any such 

Accounting Firm with a copy of 


with the Closing Adjustment Documcnts that relate to the Notice of 


the Disagreemcnt and matters that havc been agreed to by the parties are not considered part of 


are not subject to a determination by the Independent Accounting Firm). The Independent 

Accounting Finn shall resolve the Disagreement as follows (and only as follows): it is to 

detcrmine, solely based on the terms of 
 this Agrecmcnt and the other doeuments made available

to it in accordance with this Section 1 (g), whether the Closing Adjustment is: (i) the amount 

claimed by the Initial Member, (ii) the amount claimed by the LLC Intercst Transferee, or (iii) an 

amount in between the amount claimed by the Initial Member in clause (i) and the amount 

claimed by the LLC Interest Transferec in clause (ii). For the avoidance of any doubt, and in 

the Independent Accounting Finn determines that furtherance ofthc previous sentence, even if 


thc conect amount of the Closing Adjustment is an amount greater than the higher of, or less 

than the lower of the amounts set forth in clauses (i) and (ii) of the previous sentence, the 

Independent Accounting Firm nevertheless must resolve the Disagrcement in accordance with 

the parameters set forth in the previous scntence. The Independent Accounting Finn shall issue a 

written decision setting forth the resolution of the Disagreement and provide the same to each 

party. Such resolution by the Independcnt Accounting Finn shall bc final and binding upon the 

parties and thc parties expressly acknowledge the foregoing. The LLC Interest Transferee and 

the Initial Member shall use their best efforts to cause the Independent Accounting Finn to the Disagreement but in render its detennination as soon as practicable after thc refenal to it of 


any event shall dircct the Independent Accounting Finn to rendcr its decision no later than thirty the (30) calendar days after the date on which the Independent Accounting Firm receives all of 


information to be provided to it in accordance with this Section 1 (g). The LLC Interest 

Transferce and the Initial Member each shall cooperate with the Independent Accounting Firm 

and provide such firm with rcasonable access to such Accounting Records and personnel as the 

Independcnt Accounting Firm reasonably rcquests in order to render its detcrmination. Either 

the LLC Interest Transferee or the Initial Member may enforce the decision of the Independent 

Accounting Finn in a court of competent jurisdiction, as set forth in Section 10 herein, but 

neither the LLC Interest Transferee nor the Initial Member shall challenge or seek to appeal the 

the Independent Accounting Finn, and each exprcssly waives any right it may 

otherwise havc to so challenge such decision. The fees and cxpenses of the Independent 

Accounting Firm shall be shared cqually bctwcen the Initial Member and the LLC Interest 

Transferee. 

decision of 


(h) Closing Adjustment. On the fifth (5th) Business Day following the acccptance or deemed acceptance of 
 the Closing Adjustmcnt Documents or, iflater, the fifth (5th) Business

Doc#: USI :5746069\'17
 4 
Day following the final resolution of any Disagreements relating to such Closing Adjustment 

Documents (the "Adjustment Date"), the Closing Adjustment shall be made as follows: 

(I) If the Closing Adjustment is a positive amount, the aggregate outstanding
 

principal balance under the Advance Facility shall be increased by an amount equal to the 

the Advance Facility. Closing Adjustment in accordance with the terms of 


(II) If the Closing Adjustment is a negative amount, the Initial Member shall
 

the Closing Adjustment and pay the Paying Agent an amount equal to the positive amount of 


direct the Paying Agent to deposit such amount into the Defeasance Account. 

2. LLC Operating Agreement. Contemporaneously with the execution and 

this Agreement, the LLC Interest Transferee shall execute and deliver to the 

Company the LLC Operating Agreemcnt. 

delivery of 


3. Reprcsentations and Warranties of LLC Interest Transferee. The LLC
 

Interest Transferee hereby represents and wanants to the Initial Member and to the Company as 

follows: 

(a) The LLC Interest Transferee is a "Qualified Transferee," as such term is defined 

in the LLC Operating Agreement, and as such, represents and wanants that each item included in 

such definition is true and conect in all respects as of the date hereof as if set forth herein. 

(b) All infonnation and documents provided to the Initial Member or its agents by or
 

on behalf of the LLC Interest Transferee or any Affliate thereof in connection with this 

Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser 

Eligibility Certification executed by the LLC Interest Transferec, are true and COlTect in all
 

respects as of the date hereof. 

4. Exclusivitv of Rcpresentations. EXCEPT FOR SUCH REPRESENT A TIONS
 

AND WARRANTIES AS ARE OTHERWISE EXPRESSLY PROVIDED IN THIS 

AGREEMENT, THE TRANSFERRED LLC INTEREST IS SOLD "AS IS" AND "WITH ALL 

FAULTS," WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY 

WHATSOEVER WITH RESPECT TO THE TRANSFERRED LLC INTEREST, INCLUDING 

AS TO ITS VALUE (OR THE VALUE, COLLECTIBILITY OR CONDITION OF THE 

LOANS HELD BY THE COMPANY), FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AND THE 

INITIAL MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR 

REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, 

CONCERNING THE TRANSFERRED LLC INTEREST, THE LOANS OR THE 

COLLATERAL SECURING THE LOANS. 

5. The LLC Interest Transferec hereby confirms its agreement to the terms by which 

the Loans have been transfened to the Company pursuant to the Contribution Agreement, 

including the disclaimers contained in Article iv thereof. 

6. Assignment. This Agrcement and all of the provisions hereof shall be binding 

upon and inure to the benefit of the parties hereto and their respective heirs (in the case of any 

Doctl: liS1:5746069\' I 7 5 
individual), successors and permitted assigns; provided, however, that the LLC Interest 

Transferee may not assign this Agreement or any of its rights, interests or obligations hereunder. 

Any purported assignment or delegation in violation of 
 this Agreement shall be null and void ab

initio. 

7. Beneficiaries. This Agreement shall inure to the benefit of, and may be enforced
 

by, the Initial Member, the LLC Interest Transferee, and the Company and their respective 

successors and assigns. Except for the FDIC (in its corporate capacity), which shall be 

considered a third party beneficiary to this Agreement, there shall be no other third party 

beneficiaries hereunder. 

this 8. Waivers and Amendments. No amendment or waiver of any provision of 


Agreement shall be effective unless the same shall be in writing and executed by the Initial 

Member, the LLC Interest Transferee and the Company. 

9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
 

CONSTRUED IN ACCORDANCE WITH FEDERAL LAW, BUT IF FEDERAL LAW DOES 

NOT PROVIDE A RULE OF DECISION, IT SHALL BE GOVERNED BY AND 

CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW 

OF ANOTHER JURISDICTION. Nothing in this Agreement shall require any unlawful action 

or inaction by any party hereto. 

10. Jurisdiction; Venue and Service.
 

the LLC Interest Transferee and the Company, on behalfofitselfand its (a) Each of 


Affiliates, hereby inevocably 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 Affiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any court or 

dispute-resolution forum (other than the court in which the Initial Member files the action, suit or 

proceeding) without the consent of 
 the Initial Member;

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

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

Columbia; or 

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

New York or the United States District Court for the District of Columbia is an inconvenient
 

forum;
 

of 

Doell: LISI :5746069v17 6 
the Supreme Court of the State of New (ii) consents to the jurisdiction of 


its Affiliates York, County of New York, for any suit, action or proceeding against it or any of 


commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document (other than the LLC Operating Agreement), and waives 

any right to: 

(A) remove or transfer such suit, action or proceeding to any other the Initial Member); court or dispute-resolution forum without the consent of 


the State of (B) assert that venue is improper in the Supreme Court of 


New York, County of 
 New York; or

New York, County of (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 LLC Interest
 

Transferee, Company, or its Affiliates against the Initial Member arising out of, relating to, or in 

connection with this Agreement or any Ancillary Document in only either the United States 

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 

the Initial Member, and 

District Court for the Southern District of 


to any other court or dispute-resolution forum without the consent of 


agrees to consent thereafter to transfer of 
 the suit, action or proceeding to either the United States

New York or the United States District Court for the 

District of Columbia at the option of the Initial Member; and 

District Court for the Southern District of 


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


and the United States District Court for the District of Columbia both lack jurisdiction to hear a 

suit, action or proceeding falling within Section IO(a)(iii), to bring that suit, action or procecding New York, County of
 New York, and waives any right in only the Supreme Court of the State of 


to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of 
 the Initial Member.

(b) Each of the LLC Interest Transferee and the Company, on behalf of itself and its 

Affiliates, hereby inevocably and unconditionally agrees that any final judgment entered against 

it in any suit, action or proceeding falling within Section 10(a) may be enforced in any court of 

competent jurisdiction. 

(c) Subject to the provisions of Section 1 O( d), each of the LLC Interest Transferee
 

and the Company, on behalf of itself and its Affiliates, and the Initial Member hereby 

inevocably and unconditionally agrees that service of all writs, process and summonses in any 

suit, action or proceeding pursuant to Section 1 O(a) or Section 10(b) may be effected by the 

mailing of copies thereofby registered or certified mail, postage prepaid, to it at its address for 

notices pursuant to Section 12 (with copies to such other Persons as specified therein); provided, 

however, that nothing contained in this Section 1 O( c) shall affect the right of any party to serve
 

process in any other manner permitted by law.
 

(d) Nothing in this Section 10 shall constitute consent to jurisdiction in any court by 

the FDIC, other than as expressly provided in Section 10(a)(iii) and Section 1 O(a)(iv), or in any 

Doell: lISI:5746069v17 7 
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. 

11. Waiver of Jury TriaL. EACH OF THE LLC INTEREST TRANSFEREE AND 

THE COMPANY, FOR ITSELF AND ITS AFFILIATES, AND THE INITIAL MEMBER 

HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY 

HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO 

THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED 

BEFORE A JUDGE SITTING WITHOUT A JURY. 

12. Notices. All notices, requests, demands, and other communications required or
 

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


be in writing and shall be mailed or delivered to the applicable address or electronic mail address 

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

as shall be designated by such party in a notice to the other parties. All such notices and other 

communications shall be deemed to be given or made upon the earlier to occur of (i) actual 

receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalf of the 

relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, 

postage prepaid; and (C) if delivered by electronic mail (which fonn of delivery is subject to the mail message be provisions of this paragraph), when delivered. In no event shall a voice 


effective as a notice, communication or confirmation hereunder. 

If to the Initial Member, to: 

Senior Capital Markets Specialist
 

Federal Deposit Insurance Corporation
 

550 1 ih Street, N.W.
 

Room F-7026
 

Washington, D.C. 20429
 

Attention: Timothy A. Kruse
 

Email Address: TKruse~fdic.gov
 

Doctl: IISI:5746069v17 8 
with a copy to With a copy to 

Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation 

550 1 ih Street, N.W.
 

Room F-7036
 

Washington, D.C. 20429
 

Attention: Robert W. McComis
 

Email Address: Rmccomis(£fdic.gov
 

Manager, Structured Transactions 

Federal Deposit Insurance Corporation 

550 1 ih Street, NW
 

Room F-7008
 

Washington, D.C. 20429-0002
 

Attention: George C. Alexander
 

Email Address: GAlexander(£fdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive 

Room E-7056
 

Arlington, Virginia 22226
 

Attention: David Gearn
 

Email Address: DGearn(£fdic.gov 

with a copy by email to: 

Thomas Raburn
 

Email Addrcss: TRaburnC£fdic.gov
 

If to the LLC Interest Transferee or to the Company, to: 

Corus Construction Venture, LLC
 

591 West Putnam Avenue
 

Greenwich, Connecticut 06830
 

Attention: John McCarthy
 

Email Address:jmccarthy(£starwood.com 

Doc#: lISI:5746069v17 9 
with a copy to: 

Rinaldi, Finkelstein & Franklin, LLC
 

591 West Putnam Avenue
 

Greenwich, CT 06830
 

Attention: Ellis Rinaldi
 

Email Address: Rinaldi(istarwood.com 

13. Counterparts; Facsimile Signatures. This Agreement may be executed in any 

number of counterparts, each of which shall be an original and all of which shall together 

constitute one and the same instrument. It shall not be necessary for any counterpart to bear the 

signature of all parties hereto. This Agreement and any amendments hereto, to the extent signed 

and delivered by facsimile or other electronic means, shall be treated in all manner and respects 

as an original agreement and shall be considered to have the same binding legal effect as if it 

were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

14. Headings. Paragraph titles or captions contained in this Agreement are inserted 

only as a matter of convenience and for reference and in no way define, limit, extend or describe 

the scope of this AbTfeement or the intent of any provisions hereof. All Section and paragraph 

references contained herein shall refer to Sections and paragraphs in this Agreement unless 

otherwise specified. 

15. Compliance with Law; Rules of Construction. Except as otherwise specifically 

provided herein, each party to this Agreement shall, at its own cost and expense, obey and its obligations comply with all Laws, as they may pertain to such party's performance of 


hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by 

reference into this Agreement. 

16. Right to Specific Performance. EACH OF THE LLC INTEREST
 

TRANSFEREE AND THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT 

THE DAMAGES TO BE INCURRED BY INITIAL MEMBER AS A RESULT OF THE 

BREACH OF THIS AGREEMENT WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO 

ASCERTAIN, THAT DAMAGES WILL NOT BE AN ADEQUATE REMEDY AND THAT 

ANY BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS 

AGREEMENT BY THE LLC INTEREST TRANSFEREE OR COMPANY MAY CAUSE 

IMMEDIATE IRREPARABLE HARM FOR WHICH THERE MAY BE NO ADEQUATE 

REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE THAT, IN THE EVENT OF 

ANY SUCH BREACH OR THREATENED BREACH, THE INITIAL MEMBER SHALL BE 

ENTITLED TO IMMEDIATE AND PERMANENT EQUITABLE RELIEF (INCLUDING 

INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE OF THE PROVISIONS OF THIS 

AGREEMENT) FROM A COURT OF COMPETENT JURISDICTION (IN ADDITION TO 

ANY OTHER REMEDY TO WHICH IT MAY BE ENTITLED AT LAW OR IN EQUITY). 

Doctl: liS! :5746069\'1 7 10 
THE PARTIES AGREE AND STIPULATE THAT THE INITIAL MEMBER SHALL BE 

ENTITLED TO EQUITABLE (INCLUDING INJUNCTIVE) RELIEF WITHOUT POSTING A 

BOND OR OTHER SECURITY AND THE COMPANY FURTHER WAIVES ANY 

DEFENSE IN ANY SUCH ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTIVE 

RELIEF THAT A REMEDY AT LAW WOULD BE ADEQUATE AND ANY 

REQUIREMENT UNDER LAW TO POST SECURITY AS A PREREQUISITE TO 

OBTAINING EQUITABLE RELIEF. NOTHING CONTAINED IN THIS SECTION 16 

SHALL LIMIT ANY PARTY'S RIGHT TO ANY REMEDIES AT LAW, INCLUDING THE 

RECOVERY OF DAMAGES FOR BREACH OF THIS AGREEMENT. 

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANKJ 

Doell: USI :5746069v17 11 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as 

of the date first written above. 

LLC INTEREST TRANSFEREE: 

CCV MANAGING MEMBER, LLC 

BName: ~ ,llv.r-4do 

Title: T:'1h""~"" . Co .. P~'S:do"l +­

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

CORUS BANK, N.A. 

By: 

Name: Timothy A. Krse 

Title: Senior Capital Markets Specialist
 

COMPANY: 

CORUS CONSTRUCTION VENTURE, LLC 

By: Federal Deposit Insurance Corporation as 

Receiver for Corus Ban, N.A., as Sole 

Member and Manager 

By: 

Name: Timothy A. Krse 

Title: Senior Capital Markets Specialist
 

eoius- LLC Interest Sale Agreeent 
IN WITNESS WHEREOF. the paries have caused this Agreement to be duly executed as 

of the date first wrtten above. 

LLC INTEREST TRSFEREE: 

CCV MAAGING MEMBER, LLC 

By: 

Name: 

Title: 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURACE 

CORPORA TION AS RECEIVER FOR 

CORUS BANK, N.A. 

r othy A. Krse
 

enior Capital Markets Specialist 

COMPAN:
 

CORUS CONSTRUCTION VENTURE, LLC
 

By: Federal Deposit Insurace Corporation as
 

Receiver for Corus Ban, N.A.. as Sole 

Member and Mana er 

Corus- LLC Interest Sale Agrement