EX-10.2






GUARANTY




Reference is made to that certain (i) Asset Purchase and Sale Agreement, dated October 22,
2009 (as may be amended, supplemented or otherwise modified from time to time, the “Purchase
Agreement”), by and between GRP Loan, LLC and GRP Strategies, LLC, as the seller (the
“Seller”) and DLJ Mortgage Capital, Inc., as the purchaser (the “Purchaser”), and
(ii) Interim Servicing Agreement, dated as of October 22, 2009, by and between GRP Financial
Services Corp. (the “Servicer”) and the Purchaser (the “Interim Servicing Agreement” and together
with the Purchase Agreement, the “Agreements”). Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Purchase Agreement.




	 	1.	 	GUARANTY.





To induce the Purchaser to purchase the Assets from the Seller upon the terms and subject to
the conditions in the Purchase Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, SLM Corporation, the corporate parent of
the Seller and the Servicer (the “Parent”), hereby unconditionally and irrevocably
guarantees to the Purchaser, or any successor in interest of the Purchaser, the due, punctual and
complete performance by the Seller and the Servicer of all of the Seller’s and the Servicer’s
Obligations (as defined below) when and as due. The Parent hereby represents that its obligations
hereunder do and shall rank pari passu with all unsecured and unsubordinated indebtedness of the
Parent. For purposes of this Guaranty, the “Obligations” shall mean any and all
obligations of the Seller and the Servicer to the Purchaser arising under the Agreements.



Performance required under this Guaranty shall be performed whenever performance guaranteed
hereunder has not been made to the Purchaser by the Seller or the Servicer in accordance with the
Agreements. The obligations hereunder are independent of the obligations of the Seller and the
Servicer, and a separate action or actions may be brought and prosecuted against the Parent whether
such action is brought against the Seller or the Servicer or whether the Seller or the Servicer is
joined in any such action or actions. When pursuing its rights and remedies hereunder against the
Parent, the Purchaser may, but shall be under no obligation to, pursue the rights, remedies, powers
and privileges as it may have against the Seller or the Servicer or any other Person or against any
collateral security or guaranty for the Obligations or any right of offset with respect thereto.
Any failure of the Purchaser to pursue the other rights, remedies, powers or privileges from the
Seller or the Servicer or any other person or to realize upon any collateral security or guaranty
or right of offset pursuant to the Agreements, shall not relieve the Parent of any liability
hereunder, and shall not impair or affect the rights, remedies, powers or privileges, whether
express, implied or available as a matter of law, of the Purchaser against the Parent under the
Agreements. The Parent further agrees that, if any payment applied hereunder to the Obligations is
thereafter set aside, recovered, rescinded or required to be returned for any reason (including,
without limitation, the bankruptcy, insolvency or reorganization of the Parent) or declared to be
fraudulent or preferential, the Obligations to which such payment was applied or to which such
performance was rendered shall, for the purpose of this Guaranty, be deemed to have continued in
existence, notwithstanding such performance, and this Guaranty shall be enforceable as to such
Obligation as fully as if such performance had never been made. The Parent waives all presentments,
demands for performance, notices of nonperformance, protests, notices of protest, notices of
dishonor, notices of intent to accelerate, notices of acceleration, notices of any suit or any
other action against the Seller or the Servicer or any other Person, any other notices to any party
liable on the Purchase Agreement and notices of acceptance of this Guaranty.



The Parent agrees that until the Obligations have been paid in full, the Parent shall not be
released by or because of the taking, or failure to take, any action that might in any manner or to
any extent vary the risks of the Parent under this Guaranty or that, but for this paragraph, might
discharge or otherwise reduce, limit or modify the Parent’s obligations under this Guaranty. The
Parent waives and surrenders any defense to any liability under this Guaranty based upon any such
action. It is the express intent of the Parent that the Parent’s obligations under this Guaranty
are and shall be absolute and unconditional.



2. AMENDMENTS. No amendment or waiver of any provision of this Guaranty nor consent to
any departure herefrom by the Parent shall in any event be effective unless the same shall be in
writing and signed by the Purchaser (and, in the case of an amendment, by the Parent), and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.



3. SUCCESSORS AND ASSIGNS. This Guaranty shall (i) be binding upon the Parent, its
successors and assigns, and (ii) inure to the benefit of the Purchaser and its successors and
assigns under the Purchase Agreement; provided that none of the parties hereto may delegate its
obligations or assign its rights hereunder without consent of the other parties hereto.



4. MISCELLANEOUS. The headings in this Guaranty are for purposes of reference only and
shall not limit or define the meaning hereof. This Guaranty may be executed in any number of
counterparts, each of which shall be an original, but all of which shall constitute one instrument.
In the event that any provision of this Guaranty shall prove to be invalid or unenforceable, such
provision shall be deemed to be severable from the other provisions of this Guaranty which shall
remain binding on all parties hereto.



5. GOVERNING LAW, JURISDICTION AND ATTORNEYS’ FEES. This Guaranty shall be governed
by, and construed in accordance with, the laws of the State of New York applicable to contracts
made and to be performed in such State. The Parent hereby agrees that any and all disputes,
actions, or proceedings arising out of or relating to this Guaranty shall be subject to the
jurisdiction of all federal and state courts sitting in the State of New York. The Parent hereby
irrevocably consents to the jurisdiction and venue of any such court and waives any argument that
venue in such forums is not convenient. The Parent irrevocably consents to the service of copies
of any summons and complaint and any other process which may be served in any such action or
proceeding by mail. If any legal action or other proceeding is brought by the Purchaser against
the Parent for the enforcement of this Guaranty, the prevailing party shall be entitled to recover
from the other party its reasonable attorneys’ fees, expert fees and other costs incurred in such
action or proceeding, or on any appeal, in addition to any other relief to which it may be
entitled.



1




IN WITNESS WHEREOF, the Parent duly executed and delivered this Guaranty as of this
22nd day of October, 2009.




PARENT:




SLM Corporation




By: /s/ Jack Hewes

Name: Jack Hewes

Title: Senior Executive Vice President

and Chief Lending Officer




Accepted and confirmed as of


the date first written above.



DLJ Mortgage Capital, Inc.




	 	 	By: /s/ A. Adam Loskove






	 	 	Name: A. Adam Loskove

Title: Vice President





[Signature Page to Guaranty]





2