0001299933-09-004260 Sample Contracts

ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • October 28th, 2009 • SLM Corp • Personal credit institutions • New York

THIS ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”) dated as of October 22, 2009 by and between DLJ Mortgage Capital, Inc., a Delaware corporation (“Purchaser”) and GRP Loan, LLC and GRP Strategies, LLC, both Delaware limited liability companies(collectively, “Seller”), as Seller.

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GUARANTY
Guaranty • October 28th, 2009 • SLM Corp • Personal credit institutions • New York

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.

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