Execution Copy 

GUARANTY 

THIS GUARANTY dated as of March 19, 2009 (this “Guaranty”) is made by IMB 

HoldCo LLC and OneWest Bank, FSB (each, a “Guarantor”, and together, the “Guarantors”). 

Capitalized terms used but not defined herein have the meanings assigned to them in the 

Participation and Servicing Agreement dated as of March 19, 2009 (the “Participation 

Agreement”) by and between IndyMac Venture, LLC, a Delaware limited liability company (the 

“Company”), and the Federal Deposit Insurance Corporation (the “FDIC”) as Receiver for 

IndyMac Federal Bank, FSB (the “Participant”). 

WHEREAS, the Company and the Participant are also parties to the Limited Liability 

Company Operating Agreement of IndyMac Venture, LLC (the “LLC Operating Agreement”) 

and the Asset Contribution and Assignment Agreement (the “Contribution Agreement”), each 

dated as of March 19, 2009; 

WHEREAS, the Guarantors (directly or indirectly) own all of the outstanding equity 

interests of OneWest Ventures Holdings LLC (the “Member”); 

WHEREAS, the Participant and the 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, and subject to the terms and conditions 

thereof and the other Ancillary Documents, the Participant, as the initial member of the 

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

of the Participant’s interest in the Company; 

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

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

the Participation Agreement, the Contribution 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 Guarantors have 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 the Member under the LLC Interest 

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

other Ancillary Documents to which the Company or the Member is or will be a party; and (b) 

the full and complete performance by the Company and the Member of all of the terms, 

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

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

Company or the Member is or will be a party when and as the same shall become due 

thereunder. 

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

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

agrees as follows. 

10069511\V-13 
1. Guaranty. Each Guarantor hereby unconditionally and irrevocably, jointly and 

severally, guarantees the Guaranteed Obligations; provided, however, that the aggregate amount 

for which the Guarantors shall be liable under this Guaranty (such amount, the “Guaranty 

Limit”) shall be the greater of (a) an amount equal to (i) the Unpaid Principal Balance as of the 

date of the calculation of the Guaranty Limit, multiplied by (ii) the Participant’s Share expressed 

as a fraction, multiplied by (iii) 0.50, multiplied by (iv) the quotient of the Groups 6-8 Final 

Purchase Price (as defined in the LLC Interest Sale Agreement) divided by 0.20, divided by (v) 

the Unpaid Principal Balance as of the Closing Date, and (b) $5,000,000. The Guaranty Limit 

for any claim under this Guaranty shall be the Guaranty Limit on the date on which the earliest 

of any act or omission that is a basis of the claim occurred. Any Beneficiary (as defined below) 

may at any time deliver notice to and proceed against either Guarantor in the event of any failure 

of payment or performance of any of the Guaranteed Obligations. 

2. Waiver, Etc. 

(a) Each 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 the 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 the 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 Operating Agreement, the Participation Agreement or any of the other Ancillary 

Documents to which the Company or the Member is or 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 Guarantors and/or the Guarantors’ 

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

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

which the Company or the Member is or 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. 

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

except by complete payment and performance of the Guaranteed Obligations. 

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

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

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

Guarantors may, individually or together, have against any Beneficiary or any other Person, and 

shall remain in full force and effect until all Guaranteed Obligations have been satisfied and 

performed in full, without regard to any event whatsoever (whether or not the Guarantors 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 Operating Agreement, the Participation Agreement or 

any of the other Ancillary Documents to which the Company or the Member is or 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 Operating Agreement, the 

Participation Agreement or any of the other Ancillary Documents to which the Company 

or the Member is or will be a party, any renewal or extension of time for the performance 

of any of the Guaranteed Obligations, or any furnishing or acceptance of security so 

furnished or accepted for any of the 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 Operating Agreement, the Participation Agreement or any of the 

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

or any of their Affiliates or either Guarantor; 

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

the assets of any of the Company or the Member or any of their Affiliates or of either 

Guarantor; 

(v) any default by the Company or the Member or any of their 

Affiliates or by either Guarantor under, or any invalidity or any unenforceability of, or 

any misrepresentation by the Company or the Member or any of their Affiliates or either 

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

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

Documents to which the Company or the Member is or will be a party or this Guaranty or 

any other instrument or agreement; or 

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

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

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

Guaranty or otherwise constitute a defense to this Guaranty. 

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

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

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

the Member or the Company or otherwise, the obligations of the Guarantors 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 of each Guarantor hereunder are 

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

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

brought against the Company or the Member and whether or not the Company or the Member be 

joined in any such action or actions. 

4. Representations and Warranties of the Guarantors. Each 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 of the 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 of the Guarantor, and this Guaranty constitutes a 

valid and binding obligation of the 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 of this Guaranty, the 

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

Guarantor of the 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 

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

franchises, approvals, consents, certificates, variances and similar rights to be obtained from, 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, 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 of time, the 

giving of notice or both, have any of the effects described in clauses (i) through (iv) of this 

Section 4.1(c). 

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

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 the 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 of the 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, Structured Transactions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7008) 

Washington, D.C. 20429-0002 

Attention: George Alexander 

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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 Gearin 

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

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 of the recipient shall be deemed to have been given at the opening 

of business on the next Business Day of the 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 Guarantors, the Beneficiaries and their respective heirs (in 

the case of any individual), successors and permitted assigns; provided, however, that neither 

Guarantor may assign this Guaranty or any of its respective rights, interests or obligations 

hereunder. Any purported assignment or delegation in violation of this Guaranty shall be null 

and void ab initio. 

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

Operating 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. 

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 

Guarantors. Any Beneficiary may, only by an instrument in writing, waive compliance by the 

Guarantors with any term or provision hereof. No failure or delay of any Beneficiary 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 Beneficiary 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 

Beneficiaries 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, or counterparts thereof have, been signed by the Guarantors and 

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delivered to the Beneficiaries. A copy of the executed signature transmitted by telecopy, 

facsimile or other electronic transmission service shall be considered an original for purposes of 

this Section 6.5, provided that receipt of copies of such signature page is confirmed. 

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

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 GUARANTY TO THE LAW OF 

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. Each Guarantor, for itself 

and its Affiliates, hereby irrevocably and unconditionally: 

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

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

proceeding by it against any other Person with respect to this Guaranty shall be instituted, only in 

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

District Court for the District of Columbia (and appellate courts from any of the foregoing), (ii) 

consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose 

of any such suit, action or proceeding instituted against it by any other Person 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 of or 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; 

(d) agrees that nothing contained in this Section 6.7 shall be construed as a 

consent to jurisdiction by the Failed Thrift or the FDIC in any capacity or as a limitation on any 

removal rights the FDIC in any capacity may have; and 

(e) 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 it may effectively do so under applicable 

law, each Guarantor hereby waives any provision of law that renders any provision of this 

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Guaranty invalid, illegal or unenforceable in any respect. Each 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 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 of this 

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

negotiated, prepared and drafted (by the Guarantors, on the one hand, and on behalf of the 

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 of who 

actually prepared, drafted or requested any term or condition of this Guaranty or any agreement 

or instrument subject hereto. 

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

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 Guarantors have caused this Guaranty to be duly executed and delivered as ofthe 

date first written above. 

IMB HOLDCO LLC 

By: 

Name: Steven T. Mnuchin 

Title: Chief Executive Officer 

Address: 

888 East Walnut Street 

Pasadena, CA 91101-721 I 

Attention: Steven T. Mnuchin 

with a copy to: 

Cleary Gottlieb Steen & Hamilton LLP 

One Liberty Plaza 

New York, NY I 0006 

Attention: Paul E. Glotzer 

ONEWEST BANK, FSB 

By: 

Name: 

Title: Authorized Signatory 

Address: 

888 r.:ast Walnut Street 

Pasadena, CA 91101-7211 

Attention: Steven T. Mnuchin 

with a copy to: 

Cleary ()ottlieb Steen & Hamilton LLP 

One Liberty Plaza 

New York, NY 10006 

Attention: Paul E. Glatzer 

Groups 6-8- Guaranty