Corns Transaction 

EXECUTION VERSION 

GUARANTY AGREEMENT
 

BY AND BETWEEN
 

FEDERAL DEPOSIT INSURANCE CORPORATION
 

AND
 

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR
 

CORUS BANK, N.A. 

Dated as of October 16, 2009 

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TABLE OF CONTENTS
 

Section 1. Guaranty...................................................................................................................1
 

Section 2. Guaranty Absolute ................. ........... ..... ........................................ ..........................1
 

Section 3. Action with Respect to Guaranteed Obligations........................... ......... ..................2
 

Section 4. Representations and Warranties...............................................................................2
 

Section 5. Waiver......................................................................................................................3
 

Section 6. Reinstatement of Guaranteed Obligations ............... .......... ...... ...... ..........................3
 

Section 7. Subrogation; Assignment of Claims ........................................................................4
 

Section 8. Purchase Money Note Guarantor's Right to Control Remedies ..............................4
 

Section 9. Information ............ ............... ......... ...... ......... ..................... ... ............ .......................4
 

Section 10. Governing Law........................ ......... ....... ............ .............................. ... ..... ......... .....4
 

Section 11. Records and Accounts................ ................. ........... ........... ............... ....... .................4
 

Section 12. Waiver of Remedies............................................ .....................................................4
 

Section 13. Tennination..............................................................................................................5
 

Section 14. Successors and Assigns............................................................................................5
 

Section 15. Amendments .................................. ............. ....... ......................... .......... ...... ........ .....5
 

Section 16. Consent of Noteholder .............................................................................................5
 

Section 17. Payments..................................................................................................................5
 

Section 18. N.otices .....................................................................................................................5
 

Section 19. Severability.. ........ ... ............ ...... .......... ... ....... ...................................... ......... ............ 7
 

Section 20. Headings ..................................................................................................................7
 

Section 21. Limitation of Liability.......................................... ....................................................8
 

Section 22. Waiver of Jury Trial.................................................................................................8
 

Section 23. Jurisdiction; Venue and Service...............................................................................8
 

Section 24. Counterparts; Facsimile Signature ......................................................................... I 0
 

(i) 

Corus Guaranty Agreement
 

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GUARNTY AGREEMENT
 

THIS GUARNTY AGREEMENT (this "Guaranty Agreement") is entered into as of 

October 16, 2009, by and between the Federal Deposit Insurance Corporation (the "Purchase 

Money Note Guarantor") and the Federal Deposit Insurance Corporation as Receiver for Corns 

Bank, N.A. (the "Noteholder"). Capitalized terms used herein and not otherwise defined herein 

shall having the meanings assigned to them in, or by reference in, that certain Custodial and 

Paying Agency Agreement, dated as of October 16, 2009, among the Corus Constrnction 

Venture, LLC, the Federal Deposit Insurance Corporation, in its corporate capacity, as the 

guarantor of the Purchase Money Notes, the Federal Deposit Insurance Corporation, in its 

capacity as the Receiver for Corns Bank, N.A., as the Lender under the Advance Facility, the 

Federal Deposit Insurance Corporation, in its capacity as Receiver for Corus Bank, N.A., as 

Collateral Agent pursuant to the Reimbursement and Security Agreement, and Wells Fargo 

Bank, N.A. (as amended, supplemented or restated from time to time, and including any 

substantially similar agreement entered into by Debtor (as hereinafter defined) and any new or 

successor custodian and paying agent, the "Custodial and Paying Agency Agreement"). 

RECITALS 

WHEREAS, pursuant to that certain Loan Contribution and Sale Agreement, dated as of 

October 16, 2009 (the "Contribution Agreement"), between Corus Construction Venture, LLC 

("Debtor") and the Noteholder, the Noteholder has transferred certain assets to Debtor, partly as 

a sale and partly as a capital contribution, and in return for said assets Debtor has issued to the 

Noteholder one or more Purchase Money Notes, dated of even date herewith, in the aggregate 

principal face amount of$1,377,351,000 (each, a "Purchase Money Note" and, collectively, the 

"Purchase Money Notes"); and 

WHEREAS, to provide the Noteholder support for the payment and perfomiance of 

Debtor's obligations under the Purchase Money Notes, the Purchase Money Note Guarantor has 

agreed to enter into this Guaranty Agreement and to perform the obligations of the Purchase 

Money Note Guarantor described herein. 

NOW, THEREFORE, in consideration of payment to the Purchase Money Note 

Guarantor of a guaranty fee agreed upon by the Purchase Money Note Guarantor and the 

Noteholder, the suffciency of which is hereby acknqwledged, Purchase Money Note Guarantor 

and Noteholder hereby agree as follows: 

Section I. Guaranty. The Purchase Money Note Guarantor hereby absolutely,
 

irrevocably, completely, unconditionally and immediately guarantees the due and punctual 

payment and performance when due, whether at stated maturity, by acceleration or otherwise, of 

the outstanding principal amount of each Purchase Money Note (the "Guaranteed 

Obligations"). 

Section 2. Guaranty Absolute. The Purchase Money Note Guarantor guarantees that
 

the Guaranteed Obligations will be paid strictly in accordance with the terms of cach Purchase 

Money Notc regardless of any law, regulation or order now or hereaftcr in effect in any 

jurisdiction affecting any of such terms or the rights of the Noteholder with respect thereto. The 

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liability of the Purchase Money Note Guarantor under this Guaranty Agreement shall be 

absolute, irrevocable and unconditional in accordance with its terms and shall, to the fullest 

extent permissible under applicable law, remain in full force and effect without regard to, and 

shall not be released, suspended, discharged, terminated, modified or otherwise affected by, any 

circumstance or occurrence whatsoever, including without limitation, any of the following 

(whether or not the Purchase Money Note Guarantor consents thereto or has notice thereof): 

(a) any lack of validity, legality or enforceability of any Purchase Money Note or this
 

Guaranty Agreement; 

(b) any furnishing to the Noteholder of any security for the Guaranteed Obligations;
 

(c) any bankrptcy, insolvency, reorganization, composition, adjustment, merger,
 

consolidation, dissolution, liquidation or other like proceeding relating to the Purchase Money 

Note Guarantor, Debtor or any other person, or any action taken with respect to this Guaranty 

Agreement by any trustee or receiver, or by any court, in any such proceeding; or 

(d) any defect, limitation or insuffciency in the rights of Debtor or any other person
 

under any Purchase Money Note or in the exercise thereof. 

Section 3. Action with Respect to Guaranteed Obligations. Unless otherwise
 

consented to in writing by the Purchase Money Note Guarantor, the Noteholder may not take any 

of the following actions: (a) amend, modify, alter or supplement the terms of any of the 

Guaranteed Obligations, including, but not limited to, extending or shortening the time of
 

any of the Guaranteed 

Obligations; (b) amend, modify, alter or supplement any Purchase Money Note; (c) release any 

other person liable in any manner for the payment or collection of the Guaranteed Obligations; 

and (d) exercise, or refrain from exercising, any rights against Debtor or any other person; 

provided, that any such action taken by the Noteholder with the written consent of the Purchase 

Money Note Guarantor shall not discharge the Purchase Money Note Guarantor from its 

obligations hereunder. 

payment of any of the Guaranteed Obligations or modifying the amount of 


Section 4. Representations and Warranties. The Purchase Money Note Guarantor
 

hereby makes the following representations and warranties to the Noteholder: 

(a) The Purchase Money Note Guarantor has the right and power, and has taken all 

necessary action to authorize the execution and delivery of this Guaranty Agreement and to 

perform its obligations hereunder in accordance with its terms. This Guaranty Agreement has 

been duly executed and delivered by a duly authorized officer of the Purchase Money Note 

Guarantor and this Guaranty Agreement is a legal, valid and binding obligation of the Purchase 

Money Note Guarantor enforceable against it in accordance with its terms; 

(b) The execution, delivery and perfonnance of this Guaranty Agreement does not
 

and will not, by the passage of time, the giving of notice, or both: (i) require any governmental 

approval that has not been obtained or violate any law relating to the Purchase Money Note 

Guarantor; (ii) conflict with, result in a breach of or constitute a default under the organizational 

documents of the Purchase Money Note Guarantor, or any agreement or other instrument to 

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which the Purchase Money Note Guarantor is a party or by which it or any of its respective 

properties may be bound; or (iii) result in or require the creation or imposition of any lien upon 

or with respect to any property now owned or hereafter acquired by the Purchase Money Note 

Guarantor; and 

(c) No action, suit, proceeding, governental investigation or arbitration, at law or in 

equity, or before or by any governmental authority, is pending, or to the knowledge of the 

Purchase Money Note Guarantor, threatened against the Purchase Money Note Guarantor or any 

of its property which will affect the ability of the Purchase Money Note Guarantor to perform its 

obligations under this Guaranty Agreement. 

Section 5. Waiver. Except with respect to the Purchase Money Note Guarantor's
 

consent rights under Section 3, which consent rights shall not be limited, waived or otherwise 

modified by operation of this Section 5, the Purchase Money Note Guarantor, to the fullest 

extent permitted by law, hereby waives notice of acceptance hereof or any presentment, demand, 

protest or notice of any kind, and any other act or thing, or omission or delay to do any other act 

or thing, which in any manner or to any extent might vary the risk of the Purchase Money Note 

Guarantor or which otherwise might operate to discharge the Purchase Money Note Guarantor 

from its obligations hereunder. The Purchase Money Note Guarantor acknowledges that it will 

receive direct and indirect benefits from the arrangements contemplated herein and that the 

waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. The 

Purchase Money Note Guarantor hereby waives any right to revoke this Section 5, and 

acknowledges that this Section 5 is continuing in nature and applies to all Guaranteed
 

Obligations, whether existing now or in the future. 

Section 6. Reinstatement of Guaranteed Obligations. This Guaranty Agreement shall in
 

all respects be a continuing and irrevocable guaranty of payment and (a) shall remain in full 

force and effect until the indefeasible payment in full and in cash of the Guaranteed Obligations, 

(b) be binding upon the Purchase Money Note Guarantor, its successors and assigns and (c) inure 

to the benefit of and be enforceable by the Noteholder and its successors, pledgees, transferees 

and assigns. If claim is ever made on the Noteholder for repayment or recovery of any amount 

or amounts received in payment or on account of any of the Guaranteed Obligations, and the 

Noteholder repays all or part of said amount by reason of (y) any judgment, decree or order of 

any court or administrative body of competent jurisdiction, or (z) any settlement or compromise 

of any such claim effected by the Noteholder with any such claimant (including, without 

limitation, Debtor or a trustee in bankruptcy for Debtor), then and in such event the Purchase 

Money Note Guarantor agrees that any such judgment, decree, order, settlement or compromise 

shall be binding on it, notwithstanding any revocation hereof or the cancellation of this Guaranty 

Agreement, any Purchase Money Note, or any other instrument evidencing any liability of 

Debtor, and the Purchase Money Note Guarantor shall be and remain liable to the Noteholder for 

the amounts so repaid or recovered to the same extent as if such amount had never originally 

been paid to the Noteholder and the Purchase Money Note Guarantor's obligations and liabilities 

to the Noteholder under this Guaranty Agreement shall be reinstated to such extent and this 

Guaranty Agreement and any collateral for this Guaranty Agrecment shall remain in full force 

and effect (or shall be reinstated) to such extcnt. 

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Section 7. Subrogation; Assignment of Claims. If and to the extent the Purchase 

Money Note Guarantor makes any payment to the Noteholder pursuant to or in connection with 

this Guaranty Agreement, the Purchase Money Note Guarantor shall be subrogated to all of the 

rights of the Noteholder with respect to any claim to which such payment relates to the extent of 

such payment, and the Noteholder, 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 

Debtor or others and for which the Noteholder receives payment from the Purchase Money Note 

Guarantor under this Guaranty Agreement. Upon the request of the Purchase Money Note 

Guarantor, thc Noteholder shall execute written assignments of such claims. 

Section 8. Purchase Money Note Guarantor's Right to Control Remedies. If there shall 

occur an "Event of Default" under the Reimbursement and Security Agreement, the Purchase
 

Money Note Guarantor shall have the right to control any and all remedies available to the 

Noteholder under any Purchase Money Note, and the Noteholder hereby agrees to take any and 

all actions available to the Noteholder under such Purchase Moncy Note as the Purchase Money 

Note Guarantor shall direct. 

Scction 9. Information. The Purchase Money Note Guarantor assumes all
 

responsibility for being and keeping itself informed of the financial condition of Debtor, and of 

all other circumstanccs bearing upon the risk of nonpayment of any of the Guaranteed
 

Obligations and the nature, scope and extent of the risks that the Purchase Money Note 

Guarantor assumes and incurs hereunder, and agrees that the Noteholder shall not have any duty 

whatsoever to advise the Purchase Money Note Guarantor of information regarding such 

circumstances or risks. 

Section 10. Govcrning Law. THIS GUARANTY 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 Guaranty Agreement shall 

require any unlawful action or inaction by any party hereto. 

Section I 1. Records and Accounts. The Noteholder may maintain books and accounts
 

setting forth the amounts paid and payable with respect to the Guarantecd Obligations, and in the 

case of any dispute relating to any of the outstanding amount, payment or receipt of any of the 

Guaranteed Obligations or otherwise, the entries in such books and accounts shall constitute 

prima facie evidence of amounts and other matters set forth therein. Thc failurc of the 

Noteholder to maintain such books and accounts shall not in any way relieve or discharge the 

Purchase Moncy Note Guarantor of any of its obligations hereunder. 

the Noteholder to exercise, 

and no dclay in excrcising, any right hereunder or under any Purchase Money Note shall opcrate 

as a waiver thcreof; nor shall any single or partial exercise of any such right preclude any other 

or further cxercise thereof or the exercise of any other right. The rights and remedies of the 

Noteholder provided herein and in each Purchase Money Note are cumulative and are in addition 

Section 12. Waiver of Remedies. No failure on the part of 


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to, and not exclusive of, any other rights or remedies provided by law. The rights of the 

Noteholder under this Agreement and each Purchase Money Note against any other party thereto 

are not conditional or contingent on any attempt by the Noteholder to exercise any of its rights 

under any other document against such party or against any other Person. 

Section 13. Termination. This Guaranty Agreement shall remain in full force and 

effect with respect to the Purchase Money Note Guarantor until the earliest of (a) indefeasible 

satisfaction and payment in full of the Guaranteed Obligations and the termination or 

cancellation of each Purchase Money Note in accordance with its terms and (b) two years 

following the Maturity Date (as defined in last maturing the Purchase Money Note, including 

any Reissued Purchase Moncy Note) of the last maturing Purchase Money Note, including any 

Reissued Purchase Money Note. 

Section 14. Successors and Assigns. Each reference herein to the Noteholder and to 

the Purchase Money Note Guarantor shall be deemed to include its successors and assigns, in 

whose favor the provisions of this Guaranty Agreement also shall inure and upon whom this 

Guaranty Agreemcnt also shall be binding; provided that thc Purchase Money Note Guarantor 

may not assign or transfer its obligations hereunder to any person without the prior written 

consent of the Noteholder and any such assignment or other transfer to which the Noteholder has 

not so consented shall be null and void ab initio. 

Section 15. Amendments. No amendment of any provision of this Guaranty 

Agreement shall bc effective unless it is in writing and signed by the Noteholder and the 

Purchase Money Note Guarantor, and no waiver of any provision of this Guaranty Agreement, 

and no consent to any departure by the Purchase Money Notc Guarantor therefrom, shall be 

effective unless it is in writing and signed by the Noteholder, and then such waiver or consent 

shall be effective only in the specific instance and for the specific purpose for which given. 

Section 16. Consent of Noteholder. In any case in which consent of the Noteholder is 

required pursuant to the tcrms of this Guaranty Agreement, such consent shall be governed by 

the provisions of the Custodial and Paying Agency Agreement. 

Section 17. Payments. All payments to be made by the Purchase Money Note
 

Guarantor pursuant to this Guaranty Agreement shall be made in legal currency of the United 

States of America, in immediately available funds, on the date one business day after written 

demand thercfor. 

Scction 18. Notices. All notices, requests, demands, and other communications
 

required or perniitted to be given or delivered under or by rcason of the provisions of this 

Guaranty Agreement shall be in writing and shall be mailed or delivered to the applicable 

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

address or electronic mail address as shall be designated by such party in a notice to the other 

parties. All such notices and other communications shall be deemed to be given or made upon 

the earlier to occur of (i) actual reccipt (or refusal thereof) by the relevant party hereto and (ii) 

(A) if delivered by hand or by nationally rccognized courier service, when signed for (or refused) 

by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after 

deposit in the mails, postage prepaid; and (C) if delivered by electronic mail (which form of 

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delivery is subject to the provisions of this paragraph), when delivered. In no event shall a voice 

mail message be effective as a notice, communication or confirmation hereunder. 

Address for notices or communications to the Purchase Money Note Guarantor: 

Bret D. Edwards 

Director, Division of 
 Finance

c/o Federal Deposit Insurance Corporation 

3501 Fairfax Drive (Room E-7056)
 

Attention: Bret D. Edwards
 

Arlington, VA 22226
 

Bedwards~fdic.gov
 

with a copy to: 

David Gearin
 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, V A 22226 

Dgearin~fdic.gov 

Address for notices or communications to the Noteholder: 

Timothy A. Kruse
 

Senior Capital Markets Specialist
 

Federal Deposit Insurance Corporation
 

550 17th Street, N.W.
 

Room F-7026
 

Washington, D.C. 20429
 

Tkruse~fdic.gov
 

with copies to: 

George C. Alexander
 

Manager, Capital Markets & Resolutions
 

Federal Deposit Insurance Corporation 

Room F-7008 

550 i 7th Street, N.W. 

Washington, D.C. 20429
 

Attention: George C. Alexander
 

Galexandcr~fdic.gov
 

Robert W. McComis
 

Senior Capital Markets Specialist
 

Fedcral Deposit Insurance Corporation
 

550 17th Street, N.W.
 

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Room F-7036
 

Washington, D.C. 20429
 

Rmccomis~fdic.gov
 

David Gearin
 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Dgearin~fdic.gov 

with a copy by email to: 

Thomas Raburn 

Traburn~fdic.gov 

Section 19. Severability. Any provision of this Guaranty Agreement which is
 

prohibited or unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall 

be limited as follows: (i) if such provision is prohibited or unenforceable in such jurisdiction
 

only as to a particular person or entity or persons or entities and/or under any particular
 

circumstance or circumstances, such provision shall be ineffective, but only in such jurisdiction 

and only with respect to such particular person or cntity or persons or entities and/or under such 

particular circumstance or circumstances, as the case may be; (ii) without limitation of clause (i), 

such provision shall in any event be ineffective only as to such jurisdiction and only to the extent 

of such prohibition or unenforceability, and such prohibition or unenforceability in such
 

jurisdiction shall not invalidate or render unenforceablc such provision in any other jurisdiction; 

and (iii) without limitation of clauses (i) or (ii), such ineffectiveness shall not invalidate any of 

the remaining provisions of this Guaranty Agreement. Without limitation of the preceding 

sentence, it is the intent of the parties to this Guaranty Agreement that in the event that in any 

court proceeding, such court determines that any provision of this Guaranty Agreement is 

prohibited or unenforceable in any jurisdiction (because of the duration or scope (geographic or 

otherwise) of such provision, or for any other reason) such court shall have the power to, and 

shall, (x) modify such provision (including without limitation, to the extent applicable, by 

limiting the duration or scope of such provision and/or the persons or entities against whom, 

and/or the circumstances undcr which, such provision shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provision, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to clause (x), in such proceeding. Nothing in this Section 18 is intended to, or 

shall, limit (1) the ability of any party to this Guaranty Agreement to appeal any court ruling or 

the effect of any favorable ruling on appeal or (2) the intended effect of Section 10. 

Section 20. Headings. Section titles or captions contained in this Guaranty 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 Guaranty Agreement or the intent of any provisions hereof. All 

Section and paragraph references contained herein shall refer to Sections and paragraphs in this 

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Agreement unless otherwise specified. 

Section 21. Limitation of Liability. Neither the Noteholder, nor any affliate, offcer, 

director, employee, attorney, or agent of the Noteholder, shall have any liability with respect to, 

and the Purchase Money Note Guarantor hereby waives, releases, and agrees not to sue any of 

them upon, any claim for any special, indirect, incidental, or consequential damages suffered or 

incurred by the Purchase Money Note Guarantor in connection with, arising out of, or in any way 

related to, this Guaranty Agreement or any of the transactions contemplated hereby. The 

Purchase Money Note Guarantor hereby waives, releases, and agrees not to sue the Noteholder 

or any of its affiliates, offcers, directors, employees, attorneys, or agents for punitive damages in 

respect of any claim in connection with, arising out of, or in any way related to, this Guaranty 

Agreement or any of the transactions contemplated hereby.

Section 22. Waiver of Jury TriaL. EACH OF THE PURCHASE MONEY NOTE 

GUARANTOR AND THE NOTEHOLDER HEREBY IRREVOCABLY AND
 

UNCONDITIONALL Y WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT 

AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE 

SITTING WITHOUT A JURY. 

Section 23. Jurisdiction; Venue and Service. (a) Each Noteholder (if such Noteholder 

is not thc FDIC; any Noteholder that is not the FDIC, a "Non-FDIC Noteholder"), on behalf of 

itself and its Aff liates, hereby irrcvocably 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 

Affliates commenced by the Purchase Money Note Guarantor or any other Noteholder 

(if such other Noteholder is the FDIC; the Noteholder that is the FDIC, the "FDIC 

Noteholder") arising out of, relating to, or in connection with this Guaranty Agreement 

or any Ancillary Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any court or dispute-rcsolution forum other than the court in which the Purchase 

Money Note Guarantor or the FDIC Noteholder files thc suit, action or 

proceeding without the consent of the Purchase Money Note Guarantor or 

the FDIC Noteholder, as applicable; 

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

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

Court for the District of Columbia; or 

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

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

Columbia is an inconvenient forum. 

jurisdiction of the Supreme Court of the State of New York (ii) consents to the 


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for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Purchase Money Note Guarantor or the FDIC Noteholder arising out of, relating to, or in 

connection with this Guaranty Agreement or any Ancillary Document (other than the 

LLC Operating Agreement), and waives any right to: 

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

Money Note Guarantor or the FDIC Noteholder, as applicable; 

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

New York; or 

(C) assert that the Supreme Court of the State of New York is an
 

inconvenient forum.
 

(iii) agrees to bring any suit, action or proceeding by any Non-FDIC
 

Noteholder, or its Affliates against the Purchase Money Note Guarantor or the FDIC
 

Noteholder arising out of, relating to, or in connection with this Agreement or any 

Ancillary Document in only either thc United States District Court for the Southern 

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


waives any right to remove or transfer such suit, action or proceeding to any other court 

or dispute-resolution forum without the consent of the Purchase Money Note Guarantor or
 

the FDIC Noteholder, as applicable, and agrees to consent thereafter to transfcr of the 

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

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

the option of the Purchase Money Note Guarantor or the FDIC Noteholder, as applicable;
 

and 

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


York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 23(a)(iii), 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 fornm without the consent of the Purchase Money Note Guarantor or
 

the FDIC Noteholder, as applicable. 

(b) Each Non-FDIC Noteholder, on behalf of itself and its Affliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, 

action or proceeding falling within Section 23(a) may be enforced in any court of competent 

jurisdiction. 

(c) Subject to the provisions of Section 23(d), each Noteholder, on behalf of itself
 

and its Affliates, and the Purchase Money Note Guarantor hereby irrevocably and unconditionally 

agrees that service of all writs, process and summonscs in any suit, action or proceeding pursuant 

to Section 23(a) or Section 23(b) may be effectcd by the mailing of copies thereof by registered 

or certified mail, postage prepaid, to it at its address for notices pursuant to Section 18 (with 

copies to such other Persons as specified therein); provided, however, that nothing contained in 

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this Section 23(c) shall affect the right of any party to serve process II any other manner 

permitted by Law. 

(d) Nothing in this Section 23 shall constitute consent to jurisdiction in any court by 

the FDIC, other than as expressly provided in Section 23(a)(iii) and Section 23(a)(iv), or in any 

way limit the FDIC's right to remove, transfer, seek to dismiss, or otherwise respond to any suit, 

action, or proceeding against it in any forum. 

Section 24. Counterparts; Facsimile Signature. This Guaranty Agreement may be 

executed in two (2) or more counterparts, each of which shall be deemed an original but all of 

which together shall constitute but one and the same agreement. This Guaranty 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 Guaranty Agreement shall raise the use of a facsimile 

machine or other electronic means to deliver a signature or the fact that any signature or 

agreemcnt 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 or entity forever waives any such defense. 

(Signature page follows.) 

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IN WITNESS WHEREOF, the paries hereto, by their officer duly authorized, intending 

to legally bound, have caused this Guarty Agreement to be duly executed 

FEDERAL DEPOSIT INSURACE CORPORATION, 

as Purchase Money Note Guarantor 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver for Corus Bank, N.A. 

(Signature Page to Corns - Guaranty Agreement)