majority of the Board of Directors of the Company thereafter; or (iii) during any period oftwo consecutive years, other than as a result of an event described in clause (a)(ii) of thisSection 1, individuals who at the beginning of such period constituted the Board of Directors ofthe Company (including for this purpose any new director whose election or nomination for electionby the Company’s stockholders was approved by a vote of at least two-thirds of the directors thenstill in office who were directors at the beginning of such period) cease for any reason toconstitute at least a majority of the Board of Directors of the Company.     (b) “**Corporate Status**” means the status of a person who provides or provided advisory servicesto the Company in his capacity as a disclosure committee member of the Company.     (c) “**Disinterested Director**” means a director of the Company who is not and was not a party tothe 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 otherdisbursements 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 witnessin a Proceeding.     (f) “**Independent Counsel**” means a law firm, or a member of a law firm, that is experienced inmatters of corporation law and neither is, nor in the past five years has been, retained torepresent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) anyother 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 ofinterest in representing either the Company or Indemnitee in an action to determine Indemnitee’srights under this Agreement. If a Change of Control has not occurred, Independent Counsel shall beselected by the Board of Directors of the Company, with the approval of Indemnitee, which approvalwill not be unreasonably withheld. If a Change of Control has occurred, Independent Counsel shallbe selected by Indemnitee, with the approval of the Board of Directors of the Company, whichapproval will not be unreasonably withheld.
2

 
     (g) “**Proceeding**” includes any threatened, pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, administrative hearing or any otherproceeding, whether civil, criminal,administrative or investigative (including on appeal), except one pending or completed on orbefore the Effective Date, unless otherwise specifically agreed in writing by the Company andIndemnitee.     **Section 2***. Services by Indemnitee.*Indemnitee will provide advisory services to the Companyin his capacity as a disclosure committee member of the Company. However, this Agreement shall notimpose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Companybeyond 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 as provided in this Agreement.     **Section 4***. Proceedings Other Than Proceedings By Or In The Right Of The Company.*Indemniteeshall be entitled to the rights of indemnification provided in this Section 4 if, by reason of hisCorporate 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, finesand amounts paid in settlement and all Expenses actually and reasonably incurred by him or on hisbehalf in connection with a Proceeding by reason of his Corporate Status unless it is establishedthat (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceedingand (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 conductwas unlawful.     **Section 5***. Proceedings by or in the Right of the Company.*Indemnitee shall be entitled tothe rights of indemnification provided in this Section 5 if, by reason of his Corporate Status, heis, or is threatened to be, made a party to or a witness in any threatened, pending or completedProceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuantto this Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and allExpenses actually and reasonably incurred by him or on his behalf in connection with suchProceeding unless it is established that (i) the act or omission of Indemnitee was material to thematter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result ofactive and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefitin money, property or services.
3

 
     **Section 6***. Court-Ordered Indemnification.*Notwithstanding any other provision of thisAgreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice asthe 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 theMaryland General Corporation Law (the “**MGCL**”), the court shall order indemnification, in which caseIndemnitee 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 inview of all the relevant circumstances, whether or not Indemnitee (i) has met the standards ofconduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt ofan improper personal benefit under Section 2-418(c) of the MGCL, the court may order suchindemnification as the court shall deem proper. However, indemnification with respect to anyProceeding by or in the right of the Company or in which liability shall have been adjudged in thecircumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses actually andreasonably 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, tothe extent that Indemnitee is, by reason of his Corporate Status, made a party to and issuccessful, on the merits or otherwise, in the defense of any Proceeding, he shall be indemnifiedfor 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 orotherwise, as to one or more but less than all claims, issues or matters in such Proceeding, theCompany shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonablyincurred by him or on his behalf in connection with each successfully resolved claim, issue ormatter, allocated on a reasonable and proportionate basis. For purposes of this Section and withoutlimitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, withor 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 actuallyand reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (other thana 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 ofDirectors) of the Company to which Indemnitee, by reason of his Corporate Status, is, or isthreatened to be, made a party or a witness, within ten
4

 
days after the receipt by the Company of astatement 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 shallreasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded oraccompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that thestandard of conduct necessary for indemnification by the Company as authorized by law and by thisAgreement has been met and a writtenundertaking 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 theexecution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating toclaims, issues or matters in the Proceeding as to which it shall ultimately be established that thestandard of conduct has not been met and which have not been successfully resolved as described inSection 7. For so long as the Company is subject to the Investment Company Act, any advancement ofExpenses 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 insuredagainst losses arising by reason of any lawful advances or (c) a majority of a quorum of theDisinterested Directors, or Independent Counsel, in a written opinion, shall determine, based on areview of readily available facts (as opposed to a full-trial-type inquiry), that there is noreason 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 ormatter 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 behalfof Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repaysuch 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 awritten request, including therein or therewith such documentation and information as is reasonablyavailable to Indemnitee and is reasonably necessary to determine whether and to what extentIndemnitee is entitled to indemnification. The Secretary of the Company shall, promptly uponreceipt of such a request for indemnification, advise the Board of Directors of the Company inwriting that Indemnitee has requested indemnification.     (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence ofSection 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’sentitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shallhave occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy ofwhich shall be
5

 
delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A)by the Board of Directors of the Company (or a duly authorized committee thereof) by a majorityvote of a quorum consisting of Disinterested Directors (as herein defined), or (B) if a quorum ofthe Board of Directors consisting of Disinterested Directors is not obtainable or, even ifobtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a writtenopinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if sodirected by a majority of the members of the Board of Directors, by the stockholders of theCompany. If it is so determined that Indemnitee is entitled toindemnification, payment to Indemnitee shall be made within ten days after such determination.Indemnitee shall cooperate with the person, persons or entity making such determination withrespect to Indemnitee’s entitlement to indemnification, including providing to such person, personsor entity upon reasonable advance request any documentation or information which is not privilegedor otherwise protected from disclosure and which is reasonably available to Indemnitee andreasonably necessary to such determination in the discretion of the Board of Directors orIndependent Counsel if retained pursuant to clause (ii)(B) of this Section 9. Any Expenses actuallyand reasonably incurred by Indemnitee in so cooperating with the person, persons or entity makingsuch determination shall be borne by the Company (irrespective of the determination as toIndemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemniteeharmless therefrom.     **Section 10***. Presumptions and Effect of Certain Proceedings.*     (a) In making a determination with respect to entitlement to indemnification hereunder, theperson or persons or entity making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement if Indemnitee has submitted a request for indemnification inaccordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof toovercome that presumption in connection with the making of any determination contrary to thatpresumption.     (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 notcreate a presumption that Indemnitee did not meet the requisite standard of conduct describedherein for indemnification.     **Section 11***. Remedies of Indemnitee.*     (a) If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee isnot entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely madepursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnificationshall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt
6

 
by theCompany of the request for indemnification, (iv) payment of indemnification is not made pursuant toSection 7 of this Agreement within ten days after receipt by the Company of a written requesttherefor, or (v) payment of indemnification is not made within ten days after a determination hasbeen made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to anadjudication in an appropriate court located in the State of Maryland, or in any other court ofcompetent 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 asingle arbitrator pursuant to the commercial Arbitration Rules of the American ArbitrationAssociation. Indemnitee shall commence such proceeding seeking an adjudication or an award inarbitrationwithin 180 days following the date on which Indemnitee first has the right to commence suchproceeding pursuant to this Section 11(a); provided, however, that the foregoing clause shall notapply to a proceeding brought by Indemnitee to enforce his rights under Section 7 of thisAgreement.     (b) In any judicial proceeding or arbitration commenced pursuant to this Section 11 theCompany shall have the burden of proving that Indemnitee is not entitled to indemnification oradvance of Expenses, as the case may be.     (c) If a determination shall have been made pursuant to Section 9(b) of this Agreement thatIndemnitee is entitled to indemnification, the Company shall be bound by such determination in anyjudicial proceeding or arbitration commenced pursuant to this Section 11, absent a misstatement byIndemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’sstatement not materially misleading, in connection with the request for indemnification.     (d) In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudicationof 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 indemnifiedby the Company for, any and all Expenses actually and reasonably incurred by him in such judicialadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitrationthat Indemnitee is entitled to receive part but not all of the indemnification or advance ofExpenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudicationor 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 anysummons, citation, subpoena, complaint, indictment, information, notice, request or other documentrelating to any Proceeding which may result in the right to indemnification or the advance ofExpenses hereunder;
7

 
provided, however, that the failure to give any such notice shall notdisqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, toindemnification or the advance of Expenses under this Agreement unless the Company’s ability todefend in such Proceeding or to obtain proceeds under any insurance policy is materially andadversely prejudiced thereby, and then only to the extent the Company is thereby actually soprejudiced.     (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 riseto indemnification hereunder; provided, however, that the Company shall notify Indemnitee of anysuch decision to defend within 15 calendar days following receipt of notice of any such Proceedingunder Section 12(a) above. The Company shall not, without the priorwritten consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent tothe entry of any judgment against Indemnitee or enter into any settlement or compromise of a claimagainst 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 ofsuch Proceeding, which release shall be in form and substance reasonably satisfactory toIndemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section11 above or Section 18 below.     (c) Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to whichIndemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonablyconcludes, based upon an opinion of counsel approved by the Company, which approval shall not beunreasonably withheld, that he may have separate defenses or counterclaims to assert with respectto any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemniteereasonably concludes, based upon an opinion of counsel approved by the Company, which approvalshall not be unreasonably withheld, that an actual or apparent conflict of interest or potentialconflict of interest exists between Indemnitee and the Company, its affiliate or such person whosedefense is being assumed by the Company, or (iii) if the Company fails to assume the defense ofsuch Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separatelegal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall notbe unreasonably withheld, at the expense of the Company. In addition, if the Company fails tocomply with any of its obligations under this Agreement or in the event that the Company or anyother person takes any action to declare this Agreement void or unenforceable, or institutes anyProceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemniteehereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to theprior approval of the Company, which shall not be unreasonably withheld, at the expense of theCompany (subject to Section 11(d)), to represent Indemnitee in connection with any such matter.
8

 
     **Section 13***. Non-Exclusivity; Survival of Rights; Subrogation; Insurance; Investment CompanyAct.*     (a) The rights of indemnification and advance of Expenses as provided by this Agreement shallnot be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under(i) applicable law, (ii) the Charter or Bylaws of the Company, (iii) any agreement or (iv) aresolution 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 ofany provision hereof shall limit or restrict any right of Indemnitee under this Agreement inrespect of any action taken or omitted by such Indemnitee in his Corporate Status prior to suchamendment, alteration or repeal.     (b) In the event of any payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papersrequired and take all action necessary to secure such rights, including execution of such documentsas 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 amountsotherwise 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 CompanyAct, indemnification or payment or reimbursement of expenses would not be permissible under theInvestment Company Act.     **Section 14***. Insurance.*The Company will use its reasonable best efforts to acquire directorsand officers liability insurance, on terms and conditions deemed appropriate by the Board ofDirectors of the Company, with the advice of counsel, covering Indemnitee or any claim made againstIndemnitee for service as a director or officer of the Company and covering the Company for anyindemnification or advance of Expenses made by the Company to Indemnitee for any claims madeagainst Indemnitee for service as a director or officer of the Company. Without in any way limitingany other obligation under this Agreement, the Company shall indemnify Indemnitee for any paymentby Indemnitee arising out of the amount of any deductible or retention and the amount of any excessof the aggregate of all judgments, penalties, fines, settlements and reasonable Expenses actuallyand reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of anyinsurance referred to in the previous sentence.     **Section 15***. Indemnification for Expenses of A Witness.*Notwithstanding any other provisionof this Agreement, to the extent that Indemnitee is or may be, by reason of his Corporate Status, awitness in any Proceeding, whether instituted
9

 
by the Company or any other party, and to whichIndemnitee is not a party but in which the Indemnitee receives a subpoena to testify, he shall beadvanced all reasonable Expenses and indemnified against all Expenses actually and reasonablyincurred by him or on his behalf in connection therewith.     **Section 16***. Duration of Agreement; Assignment; Binding Effect.*     (a) This Agreement shall continue until and terminate ten years after the date thatIndemnitee’s Corporate Status shall have ceased; provided, that the rights of Indemnitee hereundershall continue until the final termination of any Proceeding then pending in respect of whichIndemnitee is granted rights of indemnification or advance of Expenses hereunder and of anyProceeding 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, thisAgreement shall be binding upon and be enforceable by the parties hereto and their respectivesuccessors 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 oragent of the Company or of any other corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise which such person is or was serving at the written request of theCompany, 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/orassets of the Company, by written agreement, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would be required to performif no such succession had taken place. In connection with the Merger Transaction, (i) Companyshall cause the Corporation to become a party to this Agreement; and (ii) the Indemniteeacknowledges and agrees that the Corporation shall be the successor of the Company hereunder andshall succeed to all of the rights, powers and duties of the Company hereunder, without theexecution 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 tobe invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality andenforceability of the remaining provisions of this Agreement (including, without limitation, eachportion of any section of this
10

 
Agreement containing any such provision held to be invalid, illegalor unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way beaffected or impaired thereby; and (b) to the fullest extent possible, the provisions of thisAgreement (including, without limitation, each portion of any section of this Agreement containingany 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.     **Section 18***. Exception To Right Of Indemnification Or Advance Of Expenses.*Notwithstandingany other provision of this Agreement, Indemnitee shall not be entitled to indemnification oradvance 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 onlyto 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) thestockholders entitled to vote generally in theelection of directors or (B) the Board of Directors or (iii) an agreement approved by theBoard of Directors to which the Company is a party.     **Section 19***. Identical Counterparts.*This Agreement may be executed in one or morecounterparts, each of which shall for all purposes be deemed to be an original but all of whichtogether shall constitute one and the same Agreement. One such counterpart signed by the partyagainst whom enforceability is sought shall be sufficient to evidence the existence of thisAgreement.     **Section 20***. Headings.*The headings of the paragraphs of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.     **Section 21***. Modification And Waiver.*No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by both of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.     **Section 22***. Notices.*All notices, requests, demands and other communications hereunder shallbe in writing and shall be deemed to have been duly given if (i) delivered by hand or overnightcourier service and receipted for by the party to whom said notice or other communication shallhave been directed, on receipt, or (ii) mailed by certified or registered mail with postageprepaid, 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.
11

 
       (b)If to the Company to:GSC Investment Corp.