GUARANTY 

THIS GUARANTY dated as of May 6, 2008 (this "Guaranty") is made by Gulf Coast 

Bank & Trust Company (the "Guarantor"). Capitalized terms used but not defined herein have 

the meanings assigned to them in the Limited Liability Company Operating Agreement dated as 

of May 6, 2008 (the "LLC Agreement") among MSMC Venture, LLC, a Delaware limited 

liability company (the "Companv") and Market Street Mortgage Corporation, a Florida 

corporation ("Participant"). 

WHEREAS, the Company and Participant are parties to the LLC Agreement and the 

Participation and Servicing Agreement (the "Participation Agreement"), in each case dated as 

of May 6, 2008; and 

WHEREAS, the Guarantor owns all of the outstanding equity interests of Gulf National 

One, L.L.C. ("Member"); and 

WHEREAS, Participant and Member are concurrently herewith entering into the Limited 

Liability Company Interest Sale and Assignment Agreement (the "LLC Interest Sale 

Agreement"), pursuant to which, among other things, Participant, as the initial member of the 

Company, is selling, transferring and assigning to Member and Member is acquiring all of 

Participant's interest in the Company; and 

WHEREAS, the Guarantor will directly or indirectly receive significant financial benefit 

from the consummation of the transactions contemplated by the LLC Interest Sale Agreement, 

the LLC Agreement, the Participation Agreement and the other Ancillary Documents; and 

WHEREAS, as a condition and inducement to the Participant's willingness to enter into 

the LLC Interest Sale Agreement, the Guarantor has agreed to guarantee (the following are 

referred to as the "Guaranteed Obligations"): (a) the due and punctual payment when due of 

all amounts now or hereafter payable by the Company or by Member under the LLC Interest 

Sale Agreement, the LLC Agreement, the Participation Agreement and each of the other 

Ancillary Documents to which the Company or Member is or, contemporaneously with the 

consummation of the transactions contemplated in the LLC Interest Sale Agreement, will be a 

party; and (b) the full and complete performance by the Company and Member of all of the 

terms, covenants and conditions contained in the LLC Interest Sale Agreement, the LLC 

Agreement, the Participation Agreement and each of the other Ancillary Documents to which the 

Company or Member is or, contemporaneously with the consummation ofthe transactions 

contemplated in the LLC Interest Sale Agreement, will be a party when and as the same shall 

become due thereunder. 

NOW, THEREFORE, in consideration of the premises and for other good and valuable 

consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor 

agrees as follows: 

60273164 I.DOC 

EXECUTION COpy 
1. Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees the 

Guaranteed Obligations. Any Beneficiary (as defined below) may at any time deliver notice to 

and proceed against the Guarantor in the event of any failure of payment or performance of any 

ofthe Guaranteed Obligations. 

2. Waiver, Etc. 

(a) The Guarantor waives: 

(i) all notices of the creation, renewal, extension or accrual of any of 

the Guaranteed Obligations and notice or proof of reliance by Participant (including its 

successors and assigns, the "Beneficiaries") on this Guaranty or acceptance of this 

Guaranty; 

(ii) diligence, presentment, demand for payment, protest and notice of 

nonpayment or dishonor and all other notices and demands whatsoever relating to the 

Guaranteed Obligations or the requirement that a Beneficiary proceed first against the 

Company or Member or any other guarantor of the Guaranteed Obligations or otherwise 

exhaust any right, power or remedy under the LLC Interest Sale Agreement, the LLC 

Agreement, the Participation Agreement or any of the other Ancillary Documents to 

which the Company or Member is or, contemporaneously with the consummation of the 

transactions contemplated in the LLC Interest Sale Agreement, will be a party giving rise 

to such Guaranteed Obligations before proceeding hereunder; and 

(iii) all suretyship defenses including, without limitation, all defenses 

based upon any statute or rule of law which provides that the obligation of a surety must 

be neither larger in amount nor in other respects more burdensome than that of the 

principal. 

(b) The Guaranteed Obligations shall conclusively be deemed to have been 

created, contracted or incurred in reliance on this Guaranty, and all dealings between the 

Beneficiaries and their Affiliates, on the one hand, and the Guarantor and/or the Guarantor's 

Affiliates, on the other hand, in connection with the LLC Interest Sale Agreement, the 

Participation Agreement, the LLC Agreement, and the other Ancillary Documents to which the 

Company or Member is or, contemporaneously with the consummation of the transactions 

contemplated in the LLC Interest Sale Agreement, will be a party and the transactions 

contemplated hereby and thereby shall likewise conclusively be presumed to have been had or 

consummated in reliance on this Guaranty. 

(c) The Guarantor covenants that this Guaranty shall not be discharged except 

by complete payment and performance ofthe Guaranteed Obligations. 

(d) The obligations of the Guarantor hereunder shall constitute a present and 

continuing guarantee of payment and not of collectibility only, shall be absolute and 

unconditional, shall not be subject to any counterclaim, setoff, deduction or defense the 

Guarantor may have against any Beneficiary or any other Person, and shall remain in full force 

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and effect until all Guaranteed Obligations have been satisfied and performed in full, without 

regard to any event whatsoever (whether or not the Guarantor shall have any knowledge or 

notice thereof or shall have consented thereto), including, without limitation: 

(i) any amendment or modification of, or supplement to, the LLC 

Interest Sale Agreement, the LLC Agreement, the Participation Agreement or any ofthe 

other Ancillary Documents to which the Company or Member is or, contemporaneously 

with the consummation ofthe transactions contemplated in the LLC Interest Sale 

Agreement, will be a party, any assignment or transfer of any of the rights, obligations, 

duties or covenants of any party to the LLC Interest Sale Agreement, the LLC 

Agreement, the Participation Agreement or any ofthe other Ancillary Documents to 

which the Company or Member is or, contemporaneously with the consummation of the 

transactions contemplated in the LLC Interest Sale Agreement, will be a party, any 

renewal or extension oftime for the performance of any ofthe Guaranteed Obligations, 

or any furnishing or acceptance of security so furnished or accepted for any ofthe 

Guaranteed Obligations; 

(ii) any waiver, consent, extension, forbearance, release or substitution 

of security or other action or inaction under or in respect of the LLC Interest Sale 

Agreement, the LLC Agreement, the Participation Agreement or any of the other 

Ancillary Documents to which the Company or Member is or, contemporaneously with 

the consummation of the transactions contemplated in the LLC Interest Sale Agreement, 

will be a party or this Guaranty, or any exercise of, or failure to exercise, any right, 

remedy or power in respect hereof or thereof; 

(iii) any bankruptcy, insolvency, marshaling of assets and liabilities, 

arrangements, readjustment, composition, receivership, assignment for the benefit of 

creditors, liquidation or similar proceedings with respect to the Company or Member or 

any oftheir Affiliates or the Guarantor; 

(iv) the dissolution, sale or other disposition of all or substantially all of 

the assets of any ofthe Company or Member or any oftheir Affiliates or the Guarantor; 

(v) any default by the Company or Member or any oftheir Affiliates 

or the Guarantor under, or any invalidity or any unenforceability of, or any 

misrepresentation by the Company or Member or any oftheir Affiliates or the Guarantor 

in, or any irregularity or other defect in, the LLC Interest Sale Agreement, the LLC 

Agreement, the Participation Agreement or any ofthe other Ancillary Documents to 

which the Company or Member is or, contemporaneously with the consummation of the 

transactions under the LLC Interest Sale Agreement, will be a party or this Guaranty or 

any other instrument or agreement; or 

(vi) any other event, action or circumstance that would, in the absence 

ofthis Section 2(d)(vi), result in the release or discharge of the Guarantor from the 

performance or observance of any obligation, covenant or agreement contained in this 

Guaranty or otherwise constitute a defense to this Guaranty. 

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Any term of this Guaranty to the contrary notwithstanding, if at any time any amount 

(constituting a Guaranteed Obligation) paid or payable by Member or the Company is rescinded 

or must otherwise be restored or returned, whether upon or as a result of the appointment of a 

custodian, receiver or trustee or similar officer for Member or the Company or any substantial 

part of any of their assets, or the insolvency, bankruptcy or reorganization of Member or the 

Company or otherwise, the Guarantor's obligations hereunder with respect to such payment shall 

be reinstated as though such payment had been due but not made at such time. 

3. Obligations Independent. The obligations ofthe Guarantor hereunder are 

independent of the obligations of any other guarantor, the Company or Member. Separate action 

or actions may be brought and prosecuted against the Guarantor, whether or not action is brought 

against the Company or the Member and whether or not the Company or Member be joined in 

any such action or actions. 

4. Representations and Warranties of the Guarantor. The Guarantor represents 

and warrants as follows: 

4.1 Capacity, Enforceability and Consents. 

(a) The Guarantor is duly organized, validly existing and in good standing 

under the laws ofthe jurisdiction of its incorporation or organization and has all requisite power 

and authority (corporate or other) to own, lease and operate its assets and properties and to carry 

on its business as presently conducted. 

(b) The Guarantor has all requisite power and authority (corporate or other) to 

execute, deliver and perform its obligations under this Guaranty and to consummate the 

transactions contemplated hereby. The execution and delivery by the Guarantor of, and the 

performance by the Guarantor of its obligations under, this Guaranty have been duly and validly 

authorized by all requisite action on the part ofthe Guarantor, and this Guaranty constitutes a 

valid and binding obligation ofthe Guarantor enforceable against it in accordance with its terms, 

except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent 

conveyance, reorganization, moratorium or other laws relating to or affecting the rights and 

remedies of creditors generally and to general principles of equity (regardless of whether in 

equity or at law). 

(c) The execution and delivery by the Guarantor ofthis Guaranty, the 

performance by the Guarantor of its obligations hereunder and the consummation by the 

Guarantor ofthe transactions contemplated hereby do not and will not: (i) violate any provision 

of the certificate of formation or limited liability company agreement (or comparable 

organizational documents with different names) of the Guarantor; (ii) require on the part of the 

Guarantor any notice or filing with, or any permits, licenses, authorizations, registrations, 

franchises, approvals, consents, certificates, variances and similar rights obtained, or required to 

be obtained, from Governmental Authorities, or other authorization of, or any exemption by, any 

Governmental Authority; (iii) in any material respect, result in a violation or breach of, constitute 

a default under, result in the acceleration of, give rise to any right to accelerate, terminate, 

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modify or cancel, or require any notice, consent, authorization, approval or waiver under, or 

result in any other adverse consequence under, any contract to which the Guarantor is a party or 

by which the Guarantor or any of its assets or properties is bound; (iv) violate or breach the terms 

of or cause any default under any law applicable to the Guarantor or any of its properties or 

assets; or (v) with the passage oftime, the giving of notice or both, have any ofthe effects 

described in clauses (i) through (iv) ofthis Section 4.I(c). 

4.2 Legal Matters. There is no claim pending against, or, to the knowledge ofthe 

Guarantor, threatened against or affecting, the Guarantor or any of the Guarantor's properties or 

rights, at law or in equity, before or by any court, arbitrator, panel or other Governmental 

Authority that could adversely affect the ability of such Guarantor to consummate the 

transactions contemplated by this Guaranty or any of the other Ancillary Documents to which the 

Guarantor is a party. 

5. Survival. All representations, warranties, covenants and agreements contained in 

this Guaranty shall survive (and not be affected in any respect by) the consummation of the 

transactions contemplated in the LLC Interest Sale Agreement, any investigation conducted by 

or on behalf of any party hereto and any information which any Beneficiary may receive or have. 

6. Miscellaneous. 

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

permitted to be given or delivered under or by reason ofthe provisions of this Guaranty shall be 

in writing and shall be given by certified or registered mail, postage prepaid, or, delivered by 

hand or by nationally recognized air courier service, directed to the address of such Person set 

forth below: 

If to the Participant, to: 

Manager, Capital Markets & Resolutions
 

c/o Federal Deposit Insurance Corporation
 

550 17th Street, NW (F-7014)
 

Washington, D.C. 20429-0002
 

Attention: Ralph Malami
 

with a copy to: 

Senior Counsel
 

FDIC Legal Division
 

Litigation and Resolutions Branch, Receivership Section
 

Special Issues Unit
 

350 I Fairfax Drive (Room E-7056)
 

Arlington, Virginia 22226
 

Attention: David Gearin
 

If to the Guarantor, to its address on a signature page hereto. 

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Any such notice shall become effective when received (or receipt is refused) by the 

addressee, provided that any notice or communication that is received (or refused) other than 

during regular business hours ofthe recipient shall be deemed to have been given at the opening 

of business on the next Business Day ofthe recipient. From time to time, any Person may 

designate a new address for purposes of notice hereunder by notice to such effect to the other 

Persons identified above. 

6.2 Assignment. This Guaranty 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
 

individual), successors and permitted assigns; provided, however, that the Guarantor may not
 

assign this Guaranty or any of its rights, interests or obligations hereunder. Any purported
 

assignment or delegation in violation ofthis Guaranty shall be null and void ab initio.
 

6.3 Entire Agreement. This Guaranty, the LLC Interest Sale Agreement, the LLC 

Agreement, the Participation Agreement and the other Ancillary Documents (including the 

Schedules and Exhibits hereto and thereto) embody the entire agreement and understanding of 

the parties and their respective Affiliates with respect to the transactions contemplated hereby 

and merge in, supersede and cancel all prior written or oral commitments, arrangements or 

understandings with respect thereto. There are no restrictions, agreements, promises, warranties, 

covenants or undertakings with respect to the transactions contemplated hereby other than those 

expressly set forth in this Guaranty, the LLC Interest Sale Agreement, the LLC Agreement, the 

Participation Agreement and the other Ancillary Documents. 

6.4 Modifications, Amendments and Waivers. This Guaranty may not be modified 

or amended except by an instrument or instruments in writing signed by the Beneficiaries and the 

Guarantor. Any party hereto may, only by an instrument in writing, waive compliance by any 

other party or parties hereto with any term or provision hereof on the part of such other party or 

parties hereto to be performed or complied with. No failure or delay of any party in exercising 

any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial 

exercise of any right or power, or any abandonment or discontinuance of steps to enforce such 

right or power, preclude any other or further exercise thereof or the exercise of any other right or 

power. The waiver by any party hereto of a breach of any term or provision hereof shall not be 

construed as a waiver of any subsequent breach. The rights and remedies of the parties 

hereunder are cumulative and are not exclusive of any rights or remedies that they would 

otherwise have hereunder. 

6.5 Counterparts; Facsimile Signatures. This Guaranty will become effective 

when the signature page has been signed by the Guarantor and delivered to the Beneficiaries. A 

copy of the executed signature transmitted by telecopy, telefax or other electronic transmission 

service shall be considered an original for purposes of this Section 6.5, provided that receipt of 

copies of such counterpart is confirmed. 

6.6 Governing Law. THIS GUARANTY IS GOVERNED BY AND SHALL BE 

CONSTRUED IN ACCORDANCE WITH THE LA W OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT-OF-LA WS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS GUARANTY TO THE LA W OF 

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ANOTHER JURISDICTION. Nothing in this Guaranty shall require any unlawful action or 

inaction by any Person. 

6.7 Submission to Jurisdiction; Waiver of Jury Trial. The Guarantor, for itself 

and its Affiliates, hereby irrevocably and unconditionally: 

(a) (i) agrees that any suit, action or proceeding instituted against it by any 

other party with respect to this Guaranty may be instituted, and that any suit, action or 

proceeding by him, her or it against any other party with respect to this Guaranty shall be 

instituted, only in the Supreme Court of the State of New York, County ofNew York, or the 

United States District Court for the Southern District ofNew York or the United States District 

Court for the District of Columbia (and appellate courts from any ofthe foregoing) as the party 

instituting such suit, action or proceeding may in his, her or its sole discretion elect, (ii) consents 

and submits, for himself, herself or itself and its property, to the jurisdiction of such courts for 

the purpose of any such suit, action or proceeding instituted against him, her or it by any other 

party and (iii) agrees that a final judgment in any such suit, action or proceeding shall be 

conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other 

manner provided by law; 

(b) agrees that service of all writs, process and summonses in any suit, action 

or proceeding pursuant to Section 6.7(a) may be effected by the mailing of copies thereof by 

registered or certified mail, postage prepaid, to the Guarantor at its address for notices pursuant 

to Section 6.1 (with copies to such other Persons as specified therein); provided, however, that 

nothing contained in this Section 6.7 shall affect the ability of the Guarantor to be served process 

in any other manner permitted by law; 

(c) (i) waives any objection that it may now or hereafter have to the laying of 

venue of any suit, action or proceeding arising out ofor relating to this Guaranty brought in any 

court specified in Section 6.7(a), (ii) waives any claim that any such suit, action or proceeding 

brought in any such court has been brought in an inconvenient forum and (iii) agrees not to plead 

or claim either of the foregoing; and 

(d) WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS GUARANTY AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

6.8 Severability. To the fullest extent that they may effectively do so under 

applicable law, the Guarantor hereto hereby waives any provision of law that renders any 

provision of this Guaranty invalid, illegal or unenforceable in any respect. The Guarantor further 

agrees that any provision of this Guaranty which, notwithstanding the preceding sentence, is 

rendered or held invalid, illegal or unenforceable in any respect in any jurisdiction shall be 

ineffective, but such ineffectiveness shall be limited as follows: (a) if such provision is rendered 

or held invalid, illegal or unenforceable in such jurisdiction only as to a particular Person or 

Persons 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 

Persons or under such particular circumstance or circumstances, as the case may be; (b) without 

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limitation of clause (a), such provision shall in any event be ineffective only as to such 

jurisdiction and only to the extent of such invalidity, illegality or unenforceability, and such 

invalidity, illegality or unenforceability in such jurisdiction shall not render invalid, illegal or 

unenforceable such provision in any other jurisdiction; and (c) without limitation of clause (a) or 

(b), such ineffectiveness shall not render invalid, illegal or unenforceable this Guaranty or any of 

the remaining provisions hereof. 

6.9 No Presumption. With regard to each and every term and condition ofthis 

Guaranty, the Guarantor understands and agrees that the same have or has been mutually 

negotiated, prepared and drafted (by the Guarantor, on the one hand, and on behalf ofthe 

Beneficiaries, on the other hand), and if at any time any such term or condition is desired or 

required to be interpreted or construed, no consideration shall be given to the issue ofwho 

actually prepared, drafted or requested any term or condition ofthis Guaranty or any agreement 

or instrument subject hereto. 

6.10 Third Party Beneficiaries. This Guaranty is for the benefit of each ofthe 

Beneficiaries and their respective successors and assigns, all of whom shall be express third 

party beneficiaries under this Guaranty and shall be entitled to enforce their rights hereunder. 

[The next page is the signature page] 

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The Guarantor has caused this Guaranty to be duly executed and delivered as of the date 

first written above. 

GULF COAST BANK & TRUST COMPANY 

By NameOW~ia~s4J .JJ.-­

Title: President 

Address: 

200 S1. Charles Street 

New Orleans, LA 70130 

Attention: Guy T. Williams 

with a copy to: 

Jack A. Ricci 

4016 Canal Street 

New Orleans, LA 70119 

60273164_I.OOC