EX-10.2






Exhibit 10.2




[Letterhead of The Goldman Sachs Group, Inc.]




GENERAL GUARANTEE AGREEMENT




          This General Guarantee Agreement, dated September 21, 2008 (the “Guarantee”), is made by The
Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the
State of Delaware, in favor of each person (each, a “Party”) to whom Goldman Sachs Bank USA, a Utah
Corporation and a subsidiary of the Guarantor (the “Company”), may owe any Obligations (as defined
below) from time to time.




     1. Guarantee. For value received, the Guarantor hereby unconditionally and, subject to the
provisions of paragraphs number six and seven, irrevocably guarantees to each Party, the complete
payment when due, whether by acceleration or otherwise, of all payment obligations, whether now in
existence or hereafter arising (other than non-recourse payment obligations) of the Company,
including, without limitation, all payment obligations (other than non-recourse payment
obligations) in connection with any deposit, loan, letter of credit or similar borrowing or lending
obligation or arising under any swap, futures, option, forward or other derivative instrument (the
“Obligations”). This Guarantee is one of payment and not of collection.



     2. Waiver of Notice, etc. Except as may be required by the contract, agreement or instrument
creating the Obligations, the Guarantor hereby waives notice of acceptance of this Guarantee and
notice of the Obligations, and waives proof of reliance, diligence, presentment, demand for
payment, protest, notice of dishonor or non-payment of the Obligations, suit, and the taking of any
other action by any Party against, and any other notice to, the Company, the Guarantor or others.



     3. Nature of Guarantee. This Guarantee shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity or enforceability of any
Obligation or right of offset with respect thereto at any time and from time to time held by any
Party or (b) any other circumstance whatsoever (with or without notice to or knowledge of the
Company or the Guarantor) which might constitute an equitable or legal discharge of the Company for
the Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance;
provided, however, that under no circumstances will the Guarantor be liable to any Party hereunder
for any amount in excess of the amount which the Company actually owes to such Party and that the
Guarantor may assert any defense to payment available to the Company, other than those arising in a
bankruptcy or insolvency proceeding.



          A Party may at any time and from time to time without notice to or consent of the Guarantor
and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with the
Company to make any change in the terms of the Obligations; (2) take or fail to take any action of
any kind in respect of any security for any obligation or liability of the Company to such Party,
(3) exercise or refrain from exercising any rights against the Company or others in respect of the
Obligations; or (4) compromise or subordinate the Obligations. Any other suretyship defenses are
hereby waived by the Guarantor.




 









 





     4. Reinstatement. The Guarantor further agrees that this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
of the Obligations, or interest thereon is rescinded or must otherwise be restored or returned by
such Party upon the bankruptcy, insolvency, dissolution or reorganization of the Company.



     5. Subrogation. The Guarantor will not exercise any rights which it may acquire hereunder by
way of subrogation, as a result of a payment hereunder, until all due and unpaid Obligations to
such Party shall have been paid in full. Any amount paid to the Guarantor in violation of the
preceding sentence shall be held by Guarantor for the benefit of such Party and shall forthwith be
paid to such Party to be credited and applied to the due and unpaid Obligations. Subject to the
foregoing, upon payment of all such due and unpaid Obligations, the Guarantor shall be subrogated
to the rights of such Party against the Company with respect to such Obligations, and such Party
agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to
implement such subrogation.



     6. Amendment and Termination. This guarantee may be amended or terminated, as to one Party,
all Parties or a group of specified Parties and as to one Obligation, all Obligations or specified
Obligations, at any time by (i) issuance by the Guarantor of a press release reported by the Dow
Jones News Service, the Associated Press or a comparable national news service, or (ii) written
notice signed by the Guarantor, with such amendment or termination effective with respect to a
Party on the opening of business on the fifth New York business day after earlier of the issuance
of such press release or the receipt of such written notice, as applicable; provided, however, that
no such amendment or termination may adversely affect the rights of any Party relating to any
Obligations incurred prior to the effectiveness of such amendment or termination; provided further,
that any such amendment or termination may become effective as to one Party whether or not it
becomes effective with respect to another Party.



     7. Assignment. The Guarantor may not assign its rights nor delegate its obligations under
this Guarantee with respect to a Party, in whole or in part, without prior written consent of such
Party, and any purported assignment or delegation absent such consent is void, except for an
assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever
form the Guarantor determines may be appropriate to a partnership, corporation, trust or other
organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets
and business and that assumes such obligations by contract, operation of law or otherwise. Upon
any such delegation and assumption of obligations, the Guarantor shall be relieved of and fully
discharged from all obligations hereunder, whether such obligations arose before or after such
delegation and assumption.



     8. Governing Law and Jurisdiction. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW. GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK,
UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTEE.



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          IN WITNESS WHEREOF, the Guarantor has duly executed this Guarantee as of the day and year
first above written.




	 	 	 	 	 
	 	THE GOLDMAN SACHS GROUP, INC.

 	 
	 	By:  	/s/ Elizabeth E. Beshel
 	 
	 	 	Name:  	Elizabeth E. Beshel 	 
	 	 	Title:  	Treasurer 	 
	 




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