EX-10.38






Exhibit 10.38




Execution Copy




INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into this 15th day of
October, 2008 (the “Effective Date”), by and between GSC Investment Corp., a Maryland Corporation
(the “Company”), and Seth M. Katzenstein (“Indemnitee”).



     WHEREAS, Indemnitee currently serves as a director of the Company; and



     WHEREAS, Indemnitee may be subjected to claims, suits or proceedings arising as a result of
his service as a director of the Company; and



     WHEREAS, as an inducement to Indemnitee to continue to serve as a director of the Company, the
Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in
connection with any such claims, suits or proceedings, to the fullest extent permitted by law; and



     WHEREAS, the parties by this Agreement desire to set forth their agreement regarding
indemnification and advance of expenses.



     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:



     Section 1. Definitions. For purposes of this Agreement:



     (a) “Change in Control” means a change in control of the Company occurring after the Effective
Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated
under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the Company is
then subject to such reporting requirement; provided, however, that, without limitation, such a
Change in Control shall be deemed to have occurred if after the Effective Date (i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing 15% or more of the combined voting power of the Company’s then outstanding securities
without the prior approval of at least two-thirds of the members of the Board of Directors of the
Company in office immediately prior to such person attaining such percentage interest; (ii) there
occurs a proxy contest, or the Company is a party to a merger, consolidation, sale of assets, plan
of liquidation or other reorganization not approved by at least two-thirds of the members of the
Board of Directors of the Company then in office, as a consequence of which members of the Board of
Directors of the Company in office immediately prior to such transaction or event constitute less
than a



 









 




majority of the Board of Directors of the Company thereafter; or (iii) during any period of
two consecutive years, other than as a result of an event described in clause (a)(ii) of this
Section 1, individuals who at the beginning of such period constituted the Board of Directors of
the Company (including for this purpose any new director whose election or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors of the Company.




     (b) “Corporate Status” means the status of a person who is or was a director, trustee,
officer, employee or agent of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise for which such person is or was serving at the
request of the Company.



     (c) “Disinterested Director” means a director of the Company who is not and was not a party to
the Proceeding in respect of which indemnification is sought by Indemnitee.



     (d) “Effective Date” has the meaning set forth in the first paragraph of this Agreement.



     (e) “Expenses” shall include all reasonable and out-of-pocket attorneys’ fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness
in a Proceeding.



     (f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any
other party to or witness in the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. If a Change of Control has not occurred, Independent Counsel shall be
selected by the Board of Directors of the Company, with the approval of Indemnitee, which approval
will not be unreasonably withheld. If a Change of Control has occurred, Independent Counsel shall
be selected by Indemnitee, with the approval of the Board of Directors of the Company, which
approval will not be unreasonably withheld.



     (g) “Proceeding” includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation,



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administrative hearing or any other proceeding, whether civil, criminal, administrative or
investigative (including on appeal), except one pending or completed on or before the Effective
Date, unless otherwise specifically agreed in writing by the Company and Indemnitee.




     Section 2. Services by Indemnitee. Indemnitee will serve as a director of the Company.
However, this Agreement shall not impose any obligation on Indemnitee or the Company, to continue
Indemnitee’s service to the Company, beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any.



     Section 3. Indemnification—General. The Company shall indemnify, and advance Expenses to,
Indemnitee (a) as provided in this Agreement and (b) otherwise to the fullest extent permitted by
Maryland law in effect on the date hereof and as amended from time to time; provided, however, that
no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee
hereunder based on Maryland law as in effect on the date hereof. The rights of Indemnitee provided
in this Section 3 shall include, without limitation, the rights set forth in the other sections of
this Agreement, including any additional indemnification permitted by Section 2-418(g) of the
Maryland General Corporation Law (“MGCL”).



     Section 4. Proceedings Other Than Proceedings By Or In The Right Of The Company. Indemnitee
shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his
Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened,
pending, or completed Proceeding, other than a Proceeding by or in the right of the Company.
Pursuant to this Section 4, Indemnitee shall be indemnified against all judgments, penalties, fines
and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his
behalf in connection with a Proceeding by reason of his Corporate Status unless it is established
that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding
and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii)
Indemnitee actually received an improper personal benefit in money, property or services, or (iii)
in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his conduct
was unlawful.



     Section 5. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to
the rights of indemnification provided in this Section 5 if, by reason of his Corporate Status, he
is, or is threatened to be, made a party to or a witness in any threatened, pending or completed
Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant
to this Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and all
Expenses actually and reasonably incurred by him or on his behalf in connection with such
Proceeding unless it is established that (i) the act or omission of Indemnitee was material to the
matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of
active and deliberate



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dishonesty or (ii) Indemnitee actually received an improper personal benefit in money,
property or services.




     Section 6. Court-Ordered Indemnification. Notwithstanding any other provision of this
Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as
the court shall require, may order indemnification in the following circumstances:



     (a) if it determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the
MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover
the expenses of securing such reimbursement; or



     (b) if it determines that Indemnitee is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of
conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of
an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper. However, indemnification with respect to any
Proceeding by or in the right of the Company or in which liability shall have been adjudged in the
circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses actually and
reasonably incurred by him or on his behalf in connection with a Proceeding.



     Section 7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, and without limiting any such provision, to
the extent that Indemnitee is, by reason of his Corporate Status, made a party to and is
successful, on the merits or otherwise, in the defense of any Proceeding, he shall be indemnified
for all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved claim, issue or
matter, allocated on a reasonable and proportionate basis. For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with
or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.



     Section 8. Advance of Expenses. The Company shall advance all reasonable Expenses actually
and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (other than
a Proceeding brought to enforce indemnification under (i) this Agreement, (ii) applicable law,
(iii) the organizational documents of the Company, (iv) any agreement or (v) a resolution of (A)
the stockholders entitled to vote generally in the election of directors or (B) the Board of
Directors) of the Company to which Indemnitee, by reason of his



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Corporate Status, is, or is threatened to be, made a party or a witness, within ten days after
the receipt by the Company of a statement or statements from Indemnitee requesting such advance or
advances from time to time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall
include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good
faith belief that the standard of conduct necessary for indemnification by the Company as
authorized by law and by this Agreement has been met and a written undertaking by or on behalf of
Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be
required under applicable law as in effect at the time of the execution thereof, to reimburse the
portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the
Proceeding as to which it shall ultimately be established that the standard of conduct has not been
met and which have not been successfully resolved as described in Section 7. For so long as the
Company is subject to the Investment Company Act, any advancement of Expenses shall be subject to
at least one of the following as a condition of the advancement: (a) Indemnitee shall provide a
security for his or her undertaking, (b) the Company shall be insured against losses arising by
reason of any lawful advances or (c) a majority of a quorum of the Disinterested Directors, or
Independent Counsel, in a written opinion, shall determine, based on a review of readily available
facts (as opposed to a full-trial-type inquiry), that there is no reason to believe that Indemnitee
ultimately will be found to not be entitled to indemnification. To the extent that Expenses
advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such
Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by
this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be
accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and
without any requirement to post security therefor.




     Section 9. Procedure for Determination of Entitlement to Indemnification.



     (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Directors of the Company in
writing that Indemnitee has requested indemnification.



     (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of
Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred,



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(A) by the Board of Directors of the Company (or a duly authorized committee thereof) by a
majority vote of a quorum consisting of Disinterested Directors (as herein defined), or (B) if a
quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even
if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C)
if so directed by a majority of the members of the Board of Directors, by the stockholders of the
Company. If it is so determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with
the person, persons or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably necessary to such
determination in the discretion of the Board of Directors or Independent Counsel if retained
pursuant to clause (ii)(B) of this Section 9. Any Expenses actually and reasonably incurred by
Indemnitee in so cooperating with the person, persons or entity making such determination shall be
borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.




     Section 10. Presumptions and Effect of Certain Proceedings.



     (a) In making a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making of any determination contrary to that
presumption.



     (b) The termination of any Proceeding by judgment, order, settlement, conviction, a plea of
nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not
create a presumption that Indemnitee did not meet the requisite standard of conduct described
herein for indemnification.



     Section 11. Remedies of Indemnitee.



     (a) If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is
not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made
pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to
Section 7 of this Agreement within ten days after receipt by the Company of a written request
therefor, or (v) payment of



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indemnification is not made within ten days after a determination has been made that
Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an
appropriate court located in the State of Maryland, or in any other court of competent
jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the commercial Arbitration Rules of the American Arbitration Association. Indemnitee
shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days
following the date on which Indemnitee first has the right to commence such proceeding pursuant to
this Section 11(a); provided, however, that the foregoing clause shall not apply to a proceeding
brought by Indemnitee to enforce his rights under Section 7 of this Agreement.




     (b) In any judicial proceeding or arbitration commenced pursuant to this Section 11 the
Company shall have the burden of proving that Indemnitee is not entitled to indemnification or
advance of Expenses, as the case may be.



     (c) If a determination shall have been made pursuant to Section 9(b) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 11, absent a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification.



     (d) In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication
of or an award in arbitration to enforce his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified
by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial
adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration
that Indemnitee is entitled to receive part but not all of the indemnification or advance of
Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication
or arbitration shall be appropriately prorated.



     Section 12. Defense of the Underlying Proceeding.



     (a) Indemnitee shall notify the Company promptly upon being served with or receiving any
summons, citation, subpoena, complaint, indictment, information, notice, request or other document
relating to any Proceeding which may result in the right to indemnification or the advance of
Expenses hereunder; provided, however, that the failure to give any such notice shall not
disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to
indemnification or the advance of Expenses under this Agreement unless the Company’s ability to
defend in such Proceeding or to obtain proceeds



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under any insurance policy is materially and adversely prejudiced thereby, and then only to
the extent the Company is thereby actually so prejudiced.




     (b) Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c)
below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise
to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any
such decision to defend within 15 calendar days following receipt of notice of any such Proceeding
under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee,
which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against
Indemnitee or enter into any settlement or compromise of a claim against Indemnitee which (i)
includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term
thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which
release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b)
shall not apply to a Proceeding brought by Indemnitee under Section 11 above or Section 18 below.



     (c) Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which
Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably
concludes, based upon an opinion of counsel approved by the Company, which approval shall not be
unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect
to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company, which approval
shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential
conflict of interest exists between Indemnitee and the Company, its affiliate or such person whose
defense is being assumed by the Company, or (iii) if the Company fails to assume the defense of
such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate
legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not
be unreasonably withheld, at the expense of the Company. In addition, if the Company fails to
comply with any of its obligations under this Agreement or in the event that the Company or any
other person takes any action to declare this Agreement void or unenforceable, or institutes any
Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee
hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the
prior approval of the Company, which shall not be unreasonably withheld, at the expense of the
Company (subject to Section 11(d)), to represent Indemnitee in connection with any such matter.



     Section 13. Non-Exclusivity; Survival of Rights; Subrogation; Insurance; Investment Company
Act.



     (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall
not be deemed exclusive of any other rights to which



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Indemnitee may at any time be entitled under (i) applicable law, (ii) the Charter or Bylaws of
the Company, (iii) any agreement or (iv) a resolution of (A) the stockholders entitled to vote
generally in the election of directors or (B) the Board of Directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or repeal.




     (b) In the event of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.



     (c) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that
(i) Indemnitee has otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise, or (ii) for so long as the Company is subject to the Investment Company
Act, indemnification or payment or reimbursement of expenses would not be permissible under the
Investment Company Act.



     Section 14. Insurance. The Company will use its reasonable best efforts to acquire directors
and officers liability insurance, on terms and conditions deemed appropriate by the Board of
Directors of the Company, with the advice of counsel, covering Indemnitee or any claim made against
Indemnitee for service as a director or officer of the Company and covering the Company for any
indemnification or advance of Expenses made by the Company to Indemnitee for any claims made
against Indemnitee for service as a director or officer of the Company. Without in any way limiting
any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment
by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess
of the aggregate of all judgments, penalties, fines, settlements and reasonable Expenses actually
and reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of any
insurance referred to in the previous sentence.



     Section 15. Indemnification for Expenses of A Witness. Notwithstanding any other provision
of this Agreement, to the extent that Indemnitee is or may be, by reason of his Corporate Status, a
witness in any Proceeding, whether instituted by the Company or any other party, and to which
Indemnitee is not a party but in which the Indemnitee receives a subpoena to testify, he shall be
advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.



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     Section 16. Duration of Agreement; Assignment; Binding Effect.



     (a) This Agreement shall continue until and terminate ten years after the date that
Indemnitee’s Corporate Status shall have ceased; provided, that the rights of Indemnitee hereunder
shall continue until the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any
Proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.



     (b) The indemnification and advance of Expenses provided by, or granted pursuant to, this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company),
shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or
agent of the Company or of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person is or was serving at the written request of the
Company, and shall inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.



     (c) The Company may assign this Agreement without prior written consent of the Indemnitee.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or
assets of the Company, by written agreement, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform
if no such succession had taken place. In connection with the Merger Transaction, (i) Company
shall cause the Corporation to become a party to this Agreement; and (ii) the Indemnitee
acknowledges and agrees that the Corporation shall be the successor of the Company hereunder and
shall succeed to all of the rights, powers and duties of the Company hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto.



     Section 17. Severability. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to be invalid, illegal
or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.



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     Section 18. Exception To Right Of Indemnification Or Advance Of Expenses. Notwithstanding
any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or
advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee,
unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only
to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b)
expressly provided otherwise in (i) the Company’s Charter or Bylaws, (ii) a resolution of (A) the
stockholders entitled to vote generally in the election of directors or (B) the Board of Directors
or (iii) an agreement approved by the Board of Directors to which the Company is a party.



     Section 19. Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. One such counterpart signed by the party
against whom enforceability is sought shall be sufficient to evidence the existence of this
Agreement.



     Section 20. Headings. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.



     Section 21. Modification And Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.



     Section 22. Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if (i) delivered by hand or overnight
courier service and receipted for by the party to whom said notice or other communication shall
have been directed, on receipt, or (ii) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed:



     (a) If to Indemnitee, to: The address set forth on the signature page hereto.



     (b)  If to the Company to:


GSC Investment Corp.

300 Campus Drive, Suite 110

Florham Park, NJ 07932

Attention: General Counsel



or to such other address as may have been furnished to Indemnitee by the Company or to the Company
by Indemnitee, as the case may be.




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     Section 23. Governing Law. The parties agree that this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Maryland, without regard to its
conflicts of laws rules.



     Section 24. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of
the feminine pronoun where appropriate.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.



	 	 	 	 	 
	 	GSC INVESTMENT CORP.

 	 
	 	By:  	/s/ Richard T. Allorto, Jr.
 	 
	 	 	Name:  	Richard T. Allorto, Jr. 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Seth M. Katzenstein
 	 
	 	 	Name:  	Seth M. Katzenstein 	 
	 	 	Address: 	 
	 




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EXHIBIT A




FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED



The Board of Directors of GSC Investment Corp.



Re: Undertaking to Repay Expenses Advanced



Ladies and Gentlemen:





     This undertaking is being provided pursuant to that certain Indemnification Agreement dated
the ___ day of
                    , 200 ___, by and between GSC Investment Corp. (the “Company”) and the
undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to
advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).



     Terms used herein and not otherwise defined shall have the meanings specified in the
Indemnification Agreement.



     I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged
actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was
involved as a director of the Company, in any of the facts or events giving rise to the Proceeding,
I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money,
property or services and (3) in the case of any criminal proceeding, had no reasonable cause to
believe that any act or omission by me was unlawful.



     In consideration of the advance of Expenses by the Company for reasonable attorneys’ fees and
related expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I
hereby agree that if, in connection with the Proceeding, it is established that (1) an act or
omission by me was material to the matter giving rise to the Proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an
improper personal benefit in money, property or services or (3) in the case of any criminal
proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall
promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters
in the Proceeding as to which the foregoing findings have been established and which have not been
successfully resolved as described in Section 7 of the Indemnification Agreement. To the extent
that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I
agree that such Expenses shall be allocated on a reasonable and proportionate basis.













 





     IN
WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of
                    , 200___.



	 	 	 	 	 
	WITNESS:
	 	 	 	 
	 

	 	 	 	(SEAL)
	 

	 	 	 	 






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