EXHIBIT
      10.1

     

    EXECUTION
      VERSION


     

    


    
      

      

    

     

    PURCHASE
      AND SALE AGREEMENT

     

    Dated
      as
      of April 11, 2007

     

    Between

     

    GSC
      INVESTMENT FUNDING LLC

     

     

    as
      Buyer

     

    and

     

    GSC
      INVESTMENT CORP.

     

     

    as
      Seller

     

    


    
      

      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    TABLE
      OF CONTENTS

     

    

      
        	
                ARTICLE
                  I GENERAL

              	
                1

              
	
                Section
                  1.1

              	
                Certain
                  Defined Terms

              	
                1

              
	
                Section
                  1.2

              	
                Other
                  Definitional Provisions

              	
                2

              
	
                ARTICLE
                  II SALE AND CONVEYANCE

              	
                3

              
	
                Section
                  2.1

              	
                Sale

              	
                3

              
	
                Section
                  2.2

              	
                Assignments,
                  Etc.

              	
                4

              
	
                ARTICLE
                  III PURCHASE PRICE AND PAYMENT; MONTHLY REPORT

              	
                4

              
	
                Section
                  3.1

              	
                Purchase
                  Price

              	
                4

              
	
                Section
                  3.2

              	
                Payment
                  of Purchase Price

              	
                5

              
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES

              	
                5

              
	
                Section
                  4.1

              	
                Seller’s
                  Representations and Warranties

              	
                5

              
	
                Section
                  4.2

              	
                Representations
                  and Warranties of the Buyer

              	
                8

              
	
                ARTICLE
                  V COVENANTS

              	
                9

              
	
                Section
                  5.1

              	
                Seller
                  Covenants

              	
                9

              
	
                ARTICLE
                  VI REPURCHASE OF ORIGINATOR COLLATERAL DEBT OBLIGATIONS

              	
                13

              
	
                Section
                  6.1

              	
                Mandatory
                  Repurchase of Ineligible Collateral Debt Obligations

              	
                13

              
	
                ARTICLE
                  VII CONDITIONS PRECEDENT

              	
                14

              
	
                Section
                  7.1

              	
                Conditions
                  to the Buyer’s Obligations Regarding Originator Collateral Debt
                  Obligations

              	
                14

              
	
                ARTICLE
                  VIII TERM AND TERMINATION

              	
                14

              
	
                Section
                  8.1

              	
                Termination

              	
                14

              
	
                ARTICLE
                  IX MISCELLANEOUS PROVISIONS

              	
                15

              
	
                Section
                  9.1

              	
                Amendment

              	
                15

              
	
                Section
                  9.2

              	
                Governing
                  Law

              	
                15

              
	
                Section
                  9.3

              	
                Notices

              	
                15

              
	
                Section
                  9.4

              	
                Severability
                  of Provisions

              	
                16

              
	
                Section
                  9.5

              	
                Assignment

              	
                16

              
	
                Section
                  9.6

              	
                Further
                  Assurances

              	
                17

              
	
                Section
                  9.7

              	
                No
                  Waiver; Cumulative Remedies

              	
                17

              
	
                Section
                  9.8

              	
                Counterparts

              	
                17

              
	
                Section
                  9.9

              	
                Binding
                  Effect; Third-Party Beneficiaries

              	
                17

              
	
                Section
                  9.10

              	
                Merger
                  and Integration

              	
                18

              
	
                Section
                  9.11

              	
                Headings

              	
                18

              
	
                Section
                  9.12

              	
                Schedules
                  and Exhibits

              	
                18

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  9.13

              	
                Merger,
                  Consolidation or Assumption of Obligations of the Seller

              	
                18

              
	
                Section
                  9.14

              	
                Costs,
                  Expenses and Taxes

              	
                19

              
	
                Section
                  9.15

              	
                Indemnities
                  by Seller

              	
                19

              
	
                Section
                  9.16

              	
                Recourse
                  Against Certain Parties

              	
                21

              


      

    

     

    Schedule
      I     Schedule
      of Collateral Debt Obligations

    Schedule
      II    Tradenames,
      Fictitious Names and “Doing Business As” Names

    


    Exhibit
      A     Form
      of
      Assignment

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

    PURCHASE
      AND SALE AGREEMENT

     

    PURCHASE
      AND SALE AGREEMENT, dated as of April 11, 2007 by and between GSC INVESTMENT
      CORP., a Maryland corporation, as seller (the “Seller”),
      and
      GSC INVESTMENT FUNDING LLC, a Delaware limited liability company, as buyer
      (the
“Buyer”).

     

    W I T N E S S E T H:

     

    WHEREAS,
      the Buyer desires to purchase from the Seller and the Seller desires to sell
      to
      the Buyer certain securities and loans originated or purchased by the Seller
      in
      its normal course of business, together with, among other things, the related
      rights of payment thereunder and the interest of the Seller in the related
      property and other interests securing the payments to be made under such
      securities and loans.

     

    NOW,
      THEREFORE, it is hereby agreed by and between the Buyer and the Seller as
      follows:

     

     

        
      ARTICLE I  

    GENERAL

     

    
      	Section
              1.1  	
              Certain
                Defined Terms.

            


    

     

    Certain
      capitalized terms used throughout this Agreement (as defined hereunder) are
      defined above or in this Section
      1.1.
      In
      addition, capitalized terms used but not defined herein have the meanings,
      mutatis
      mutandis,
      given to
      such terms in the Credit Agreement (as defined hereunder).

     

    “Agreement”
means
      this Purchase and Sale Agreement, as the same shall be amended, supplemented,
      restated or modified from time to time.

     

    “Buyer”
is
      defined in preamble.

     

    “Credit
      Agreement”
means
      that certain Credit Agreement, dated as of April 11, 2007, by and among the
      Buyer, as borrower thereunder, GSCP (NJ), L.P., as Servicer, GSC Investment
      Corp., as Performance Guarantor, the “Lenders” and “Managing Agents” from time
      to time party thereto and Deutsche Bank AG, New York Branch as administrative
      agent, as the same may be amended, supplemented, restated or modified from
      time
      to time.

     

    “Eligible
      Collateral Debt Obligation”
      means
      on
      any date of determination, an Originator Collateral Debt Obligation which
      satisfies the requirements of a “Collateral Debt Obligation” as defined in the
      Credit Agreement.

     

    “Ineligible
      Collateral Debt Obligation”
is
      defined in Section
      6.1.

     

    “Originator
      Collateral Debt Obligation”
means
      any security or loan offered for sale by the Originator to the Buyer pursuant
      to
      this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Purchase”
means
      any transfer made hereunder pursuant to Section
      2.1.

     

    “Purchase
      Date”
means
      any Business Day on which any Originator Collateral Debt Obligation is acquired
      by the Buyer pursuant to the terms of this Agreement.

     

    “Purchase
      Price”
is
      defined in Section
      3.1.

     

    “Purchased
      Collateral Debt Obligation”
means
      any security or loan sold or purported to be sold by the Originator to the
      Buyer
      pursuant to this Agreement.

     

    “Repurchase
      Price”
means,
      for any Ineligible Collateral Debt Obligation repurchased by the Seller pursuant
      to Section
      6.1,
      an
      amount equal to (x) the original Purchase Price in respect of such Originator
      Collateral Debt Obligation plus
      (y) all
      accrued and unpaid interest on such Originator Collateral Debt Obligation
minus
      (z) all
      Collections received by the Buyer (or its assigns) in respect of such Originator
      Collateral Debt Obligation.

     

    “Sale
      Documents:
      is
      defined in Section
      4.1(c).

     

    “Schedule
      of Collateral Debt Obligations”
is
      defined in Section
      2.1(b).

     

    “Seller”
is
      defined in the preamble.

     

    “Substitute
      Collateral Debt Obligation”
means
      any Eligible Collateral Debt Obligation which is substituted for an Ineligible
      Collateral Debt Obligation pursuant to Section
      6.1,
      which
      satisfies each of the following conditions: (a) the aggregate Outstanding
      Principal Balance of such Eligible Collateral Debt Obligation shall be equal
      to
      or greater than the Outstanding Principal Balance of the Originator Collateral
      Debt Obligation to be replaced; (b) all representations and warranties of the
      Seller contained in Section
      4.1
      shall be
      true and correct as of the Substitution Date of any such Substitute Collateral
      Debt Obligation and (c) the substitution of any Substitute Collateral Debt
      Obligation does not cause an Amortization Event, Default or Event of Default
      to
      occur under the Credit Agreement.

     

    “Substitution
      Date”
means
      any date on which the Seller transfers a Substitute Collateral Debt Obligation
      to the Buyer. 

     

    
      	Section
              1.2  	
              Other
                Definitional Provisions.

            


    

     

    The
      words
“hereof,” “herein” and “hereunder” and words of similar import when used in this
      Agreement or any Sale Document shall refer to this Agreement as a whole and
      not
      to any particular provision of this Agreement; and Section, Subsection, Schedule
      and Exhibit references contained in this Agreement are references to Sections,
      Subsections, Schedules and Exhibits in or to this Agreement unless otherwise
      specified.

     

    In
      the
      event that any term or provision contained herein shall conflict with or be
      inconsistent with any term or provision contained in the Credit Agreement,
      the
      terms and provisions contained herein shall govern with respect to this
      Agreement.

     

     

    
      
        
        

      

      
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      ARTICLE II  

    SALE
      AND CONVEYANCE

     

    
      	Section
              2.1  	
              Sale.

            


    

     

    (a)  On
      each
      Purchase Date, the Seller will sell, transfer, assign and set over and otherwise
      convey to the Buyer and the Buyer will purchase from the Seller, without
      recourse, all right, title and interest of the Seller in, to and under the
      following property, whether now existing or hereafter created or
      acquired:

     

    (i)  the
      Originator Collateral Debt Obligations identified on the applicable Schedule
      of
      Collateral Debt Obligations delivered by the Seller to the Buyer at least one
      (1) Business Day before the requested Purchase Date, together with all monies
      due or to become due in payment of such Originator Collateral Debt Obligations
      on and after such Purchase Date;

     

    (ii)  the
      Related Property securing such Originator Collateral Debt Obligations, including
      all Proceeds from any sale or other disposition of such Related
      Property;

     

    (iii)  the
      Collateral Debt Obligation Documents related to such Originator Collateral
      Debt
      Obligations;

     

    (iv)  all
      Collections and all other payments made or to be made in the future with respect
      to such Originator Collateral Debt Obligations or by the Obligor thereunder
      and
      under any guarantee or similar credit enhancement with respect to such
      Originator Collateral Debt Obligations; and

     

    (v)  all
      income
      and Proceeds of the foregoing.

     

    (b)  The
      Seller
      further agrees to deliver to the Buyer a computer file or microfiche list
      containing a true and complete list of all Originator Collateral Debt
      Obligations, identified by account number and Outstanding Obligation Balance
      as
      of each Purchase Date (as supplemented or modified from time to time in
      accordance with the provisions hereof, the “Schedule
      of Collateral Debt Obligations”).
      Such
      file or list shall be marked as Schedule
      I
      to this
      Agreement, shall be delivered to the Buyer as confidential and proprietary,
      and
      is hereby incorporated into and made a part of this Agreement.

     

    (c)  In
      connection with the sale of the Originator Collateral Debt Obligations, the
      Seller further agrees that it will, at its own expense, indicate clearly and
      unambiguously in its computer files, on or prior to the related Purchase Date,
      that such Originator Collateral Debt Obligations have been sold to the Buyer
      pursuant to this Agreement.

     

    (d)  It
      is the
      intention of the parties hereto that the conveyance of the Originator Collateral
      Debt Obligations by the Seller to the Buyer as provided in this Section
      2.1
      be, and
      be construed as, an absolute sale, without recourse, of the Originator
      Collateral Debt Obligations by the Seller to the Buyer. Furthermore, it is
      not
      intended that such conveyance be deemed a pledge of the Originator Collateral
      Debt Obligations by the Seller to the Buyer to secure a debt or other obligation
      of the Seller. If, however, notwithstanding the intention of the parties, the
      conveyance

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     provided
      for in this Section
      2.1
      is
      determined, for any reason, not to be an absolute sale, then the parties intend
      that this Agreement shall be deemed to be a “security agreement” within the
      meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a
      “security interest” within the meaning of Article 9 of the UCC in all of the
      Seller’s right, title and interest in and to the property enumerated in
clause
      (a)
      above,
      now existing and hereafter created, in an amount equal to the aggregate Purchase
      Price and each of the Seller’s other payment obligations under this
      Agreement.

     

    
      	Section
              2.2  	
              Assignments,
                Etc.

            


    

     

    (a)  The
      Seller
      shall, on or prior to any Purchase Date with respect to the Originator
      Collateral Debt Obligations, execute and deliver to the Buyer a written
      assignment from Seller to the Buyer substantially in the form of Exhibit
      A
      hereto.
      From and after such Purchase Date, such Originator Collateral Debt Obligations
      and related interests and property shall be deemed to be part of the Purchased
      Collateral Debt Obligations hereunder.

     

    (b)  Covenants
      of the Seller In Connection With Additions.
      On or
      before any Purchase Date with respect to any Originator Collateral Debt
      Obligations to be acquired by the Buyer, the Seller shall:

     

    (i)  be
      deemed
      to represent and warrant as follows: (A) each such Originator Collateral Debt
      Obligation was, as of the related Purchase Date, an Eligible Collateral Debt
      Obligation, (B) no selection procedures believed by the Seller to be adverse
      to
      the interest of the Buyer were utilized in selecting such Originator Collateral
      Debt Obligations from the available securities and loans in the Seller’s
      portfolio and (C) as of the related Purchase Date, (x) no Insolvency Event
      with
      respect to the Seller has occurred, and (y) the sale of such Originator
      Collateral Debt Obligations to the Buyer has not been made in contemplation
      of
      the occurrence of any Insolvency Event with respect to the Seller;
      and

     

    (ii)  ensure
      that all financing statements or other similar instruments or documents
      necessary under the UCC (or any comparable law) of all appropriate jurisdictions
      to perfect Buyer’s ownership interest in the Originator Collateral Debt
      Obligations have been duly filed.

     

     

    ARTICLE
      III  

    PURCHASE
      PRICE AND PAYMENT; MONTHLY REPORT

     

    
      	Section
              3.1  	
              Purchase
                Price.

            


    

     

    The
      purchase price for each Originator Collateral Debt Obligation sold to the Buyer
      by the Seller under this Agreement (the “Purchase
      Price”)
      shall
      be the fair market value thereof as determined by the Buyer and Seller, which
      may be the Seller’s acquisition cost (if recently acquired) or may be the
      outstanding principal balance of such Originator Collateral Debt Obligation
      plus
      any accrued interest thereon (each, calculated as of such Purchase Date),
      adjusted, if at all, for the collectability thereof, the interest rate charged
      with respect thereto, and

     

     

    
      
        
        

      

      
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     the
      anticipated cost of funding such purchase and shall be determined and fixed
      prior to such purchase.

     

    
      	Section
              3.2  	
              Payment
                of Purchase Price.

            


    

     

    (a)  The
      Purchase Price shall be paid by the Buyer on each related Purchase Date in
      cash
      or, at the option of the Seller, if the Buyer does not have sufficient cash
      to
      pay the full amount of the Purchase Price, by means of a capital contribution
      by
      the Seller to the Buyer.

     

    (b)  All
      cash
      payments in respect of the Purchase Price of any Originator Collateral Debt
      Obligation sold hereunder shall be made not later than 3:30 p.m. (New York
      City
      time) on the date specified therefor in lawful money of the United States in
      same day funds by depositing such amounts in the bank account designated in
      writing by the Seller to the Buyer.

     

     

    ARTICLE
      IV  

    REPRESENTATIONS
      AND WARRANTIES

     

    
      	Section
              4.1  	
              Seller’s
                Representations and Warranties.

            


    

     

    The
      Seller
      hereby represents and warrants to the Buyer, as of the Closing Date and each
      Purchase Date, that:

     

    (a)  Organization
      and Good Standing.
      The
      Seller is a Maryland corporation duly organized, validly existing, and in good
      standing under the laws of the jurisdiction of its formation, and has full
      power, authority and legal right to own or lease its properties and conduct
      its
      business as such business is presently conducted.

     

    (b)  Due
      Qualification.
      The
      Seller is qualified to do business as a corporation, is in good standing, and
      has obtained all licenses and approvals as required under the laws of all
      jurisdictions in which the ownership or lease of its property or the conduct
      of
      its business (other than the performance of its obligations hereunder) requires
      such qualification, standing, license or approval, except to the extent that
      the
      failure to so qualify, maintain such standing or be so licensed or approved
      would not have an adverse effect on the interests of the Buyer. The Seller
      is
      qualified to do business as a corporation, is in good standing, and has obtained
      all licenses and approvals as required under the laws of all states in which
      the
      performance of its obligations pursuant to this Agreement requires such
      qualification, standing, license or approval and where the failure to qualify
      or
      obtain such license or approval would have a Material Adverse Effect on its
      ability to perform hereunder or under any other Sale Document.

     

    (c)  Due
      Authorization.
      The
      execution and delivery of and performance under this Agreement and each other
      document or instrument to be delivered by the Seller hereunder or in connection
      herewith (collectively, the “Sale
      Documents”),
      and
      the consummation of the transactions provided for herein and therein have been
      duly authorized by the Seller by all necessary action on the part of the
      Seller.

     

    (d)  No
      Conflict.
      The
      execution and delivery of this Agreement and each of the Sale Documents, the
      performance by the Seller of the transactions contemplated hereby and
      thereby

     

     

    
      
        
        

      

      
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    and
      the
      fulfillment of the terms hereof and thereof will not conflict with, result
      in
      any breach of any of the terms and provisions of, or constitute (with or without
      notice or lapse of time or both) a default under the Seller’s bylaws or any
      material Contractual Obligation of the Seller.

     

    (e)  No
      Violation.
      The
      execution and delivery of this Agreement and each of the Sale Documents, the
      performance of the transactions contemplated hereby and thereby and the
      fulfillment of the terms hereof and thereof will not conflict with or violate
      any Applicable Law in a manner that could reasonably be expected to have a
      Material Adverse Effect.

     

    (f)  No
      Proceedings.
      There
      are no proceedings or investigations pending or, to the best knowledge of the
      Seller, threatened against the Seller, before any Governmental Authority (i)
      asserting the invalidity of this Agreement or any of the Sale Documents, (ii)
      seeking to prevent the consummation of any of the transactions contemplated
      by
      this Agreement or any of the Sale Documents or (iii) seeking any determination
      or ruling that could reasonably be expected to have a Material Adverse
      Effect.

     

    (g)  All
      Consents Required.
      All
      material approvals, authorizations, consents, orders or other actions of any
      Person or of any Governmental Authority (if any) required in connection with
      the
      due execution, delivery and performance by the Seller of this Agreement and
      the
      Sale Documents have been obtained.

     

    (h)  Reports
      Accurate.
      No
      report, information, exhibit, financial statement, document, book, record or
      report, whether written, verbal or electronic, furnished by the Seller to the
      Buyer in connection with this Agreement is or was inaccurate in any material
      respect as of the date it is or was dated or as of the date so
      furnished.

     

    (i)  Solvency.
      The
      transactions contemplated under this Agreement and each Sale Document do not
      and
      will not render the Seller not Solvent.

     

    (j)  Selection
      Procedures.
      No
      procedures believed by the Seller to be materially adverse to the interests
      of
      the Buyer were utilized by the Seller in identifying and/or selecting the
      Originator Collateral Debt Obligations to be sold, assigned, transferred,
      set-over and otherwise conveyed hereunder.

     

    (k)  Taxes.
      The
      Seller has filed or caused to be filed all Tax returns required to be filed
      by
      it. The Seller has paid all Taxes and all assessments made against it or any
      of
      its property (other than any amount of Tax the validity of which is currently
      being contested in good faith by appropriate proceedings and with respect to
      which reserves in accordance with GAAP have been provided on the books of the
      Seller), and no Tax lien has been filed and, to the Seller’s knowledge, no claim
      is being asserted, with respect to any such Tax, fee or other
      charge.

     

    (l)  Agreements
      Enforceable.
      This
      Agreement and each Sale Document constitutes the legal, valid and binding
      obligation of the Seller, enforceable against the Seller in accordance with
      their respective terms, except as such enforceability may be limited by
      Insolvency Laws and except as such enforceability may be limited by general
      principles of equity (whether considered in a suit at law or in
      equity).

     

     

    
      
        
        

      

      
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    (m)  No
      Liens.
      Each
      Originator Collateral Debt Obligation is, immediately prior to the sale
      hereunder to the Buyer, owned by the Seller free and clear of any Liens and
      upon
      the sale, transfer or assignment hereunder, the Buyer shall acquire absolute
      title to and valid ownership of each such Originator Collateral Debt Obligation,
      free and clear of any Lien (other than Permitted Liens) and no effective
      financing statement or other instrument similar in effect covering any
      Originator Collateral Debt Obligation shall at any time be on file in any
      recording office except such as may be filed in favor of the Buyer (or the
      Administrative Agent, as Buyer’s assignee) in accordance with the terms of this
      Agreement or the Credit Agreement.

     

    (n)  Security
      Interest.
      As
      described in Section
      2.1(d)
      hereof,
      it is the intention of the parties hereto that the conveyance of the
Originator
      Collateral
      Debt Obligations by the Seller to the Buyer be, and be construed as an absolute
      sale without recourse. If, however, notwithstanding the intention of the
      parties, such conveyance is determined for any reason not to be an absolute
      sale, the Seller grants a security interest (as defined in the UCC) to the
      Buyer
      in the property enumerated in Section
      2.1(a),
      which is
      enforceable in accordance with the UCC upon execution and delivery of this
      Agreement. Upon the filing of UCC-1 financing statements naming the Buyer as
      purchaser/secured party and the Seller as seller/debtor, the Buyer shall have
      a
      first priority perfected security interest in such property. All filings
      (including, without limitation, such UCC filings) as are necessary in any
      jurisdiction to perfect the interest of the Buyer in such property have been
      made.

     

    (o)  Location
      of Offices.
      The
      Seller’s principal place of business and chief executive office and the office
      where the Seller keeps all the Records is located at the address of the Seller
      referred to in Schedule
      II hereto
      (or at
      such other locations as to which the notice and other requirements specified
      in
Section
      5.1(g)
      shall
      have been satisfied).

     

    (p)  Other
      Names.
      The
      legal name of the Seller is as set forth in this Agreement and within the
      preceding five years the Seller has not used, and the Seller currently does
      not
      use, any tradenames other than those set forth on Schedule II hereto.


     

    (q)  Value
      Given.
      The
      Purchase Price received by the Seller for each Purchased Collateral Debt
      Obligation under this Agreement constitutes reasonably equivalent value therefor
      and the transfer by the Seller thereof to the Buyer was not made for or on
      account of an antecedent debt owed by the Seller to the Buyer, and such transfer
      was not and is not voidable or subject to avoidance under any Insolvency
      Law.

     

    (r)  Accounting.
      The
      Seller will account for the transfers by it to the Buyer of interests in
      Purchased Collateral Debt Obligations under this Agreement as sales of such
      Purchased Collateral Debt Obligations in its books, records and financial
      statements (although the financial statements of the Seller and Buyer may be
      consolidated), in each case consistent with GAAP.

     

    (s)  Separate
      Entity.
      The
      Seller is operated as an entity with assets and liabilities distinct from those
      of the Buyer and any Affiliates thereof, and the Seller hereby acknowledges
      that
      the Administrative Agent and the Secured Party under the Credit Agreement are
      entering into the transactions contemplated by the Credit Agreement in reliance
      upon the Seller’s identity as a separate legal entity from the Buyer and from
      each such Affiliate of the Buyer.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (t)  ERISA.
      The
      Seller is in compliance in all material respects with all applicable provisions
      of ERISA and has not incurred and does not expect to incur any liabilities
      (except for premium payments arising in the ordinary course of business) payable
      to the Pension Benefit Guaranty Corporation under ERISA.

     

    (u)  Investment
      Company Act.
      (i)
      The
      Seller is registered as a “business development company” within the meaning of
      the Investment Company Act of 1940, as amended (the “1940
      Act”);
      and

     

    (ii)  The
      business and other activities of the Seller do not now and will not at any
      time
      result in any violations, with respect to the Seller, of the provisions of
      the
      1940 Act or any rules, regulations or orders issued by the SEC
      thereunder.

     

    (v)  Government
      Regulations.
      The
      Seller is not engaged in the business of extending credit for the purpose of
      “purchasing” or “carrying” any “margin security,” as such terms are defined in
      Regulation U of the Federal Reserve Board as now and from time to time hereafter
      in effect. No portion of the proceeds of the sale of Original Collateral Debt
      Obligations hereunder will be used, directly or indirectly, for the purpose
      of
      purchasing or carrying any Margin Stock, for the purpose of reducing or retiring
      any indebtedness that was originally incurred to purchase or carry any Margin
      Stock or for any other purpose that might cause any portion of such proceeds
      to
      be considered a “purpose credit” within the meaning of Regulation T, U or X of
      the Federal Reserve Board. The Seller will not take or permit to be taken any
      action that might cause any Sale Document to violate any regulation of the
      Federal Reserve Board.

     

    (w)  Eligibility
      of Originator
      Collateral Debt Obligations.
      As of
      the Closing Date and each subsequent Purchase Date, the Schedule of Collateral
      Debt Obligations delivered on such date is a complete and accurate listing
      in
      all material respects of all the Originator Collateral Debt Obligations
      transferred hereunder as of such date, and the information contained therein
      with respect to the identity of such Originator Collateral Debt Obligations
      and
      the amounts owing thereunder is true and correct in all material respects as
      of
      such date. As of (i) the Closing Date all Originator Collateral Debt Obligations
      will satisfy the requirements set forth in the definition of “Eligible
      Collateral Debt Obligation” as of such date and (ii) each Purchase Date, any
      additional Originator Collateral Debt Obligation added to such Schedule of
      Collateral Debt Obligations will satisfy the requirements set forth in the
      definition of “Eligible Collateral Debt Obligation” as of such
      date.

     

    The
      representations and warranties set forth in this Section
      4.1
      shall
      survive the sale, transfer and assignment of the Originator Collateral Debt
      Obligations to the Buyer. Upon discovery by the Seller or the Buyer of a breach
      of any of the foregoing representations and warranties, the party discovering
      such breach shall give prompt written notice thereof to the other immediately
      upon obtaining knowledge of such breach.

     

    
      	Section
              4.2  	
              Representations
                and Warranties of the Buyer.

            


    

     

    The
      Buyer
      hereby represents and warrants to the Seller, as of the Closing Date and each
      Purchase Date, that:

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (a)  Organization
      and Good Standing.
      The
      Buyer is a Delaware limited liability company duly organized, validly existing,
      and in good standing under the laws of the jurisdiction of its formation, and
      has full power, authority and legal right to own or lease its properties and
      conduct its business as such business is presently conducted.

     

    (b)  Due
      Qualification.
      The
      Buyer is duly qualified to do business and is in good standing as a limited
      liability company, and has obtained or will obtain all necessary licenses and
      approvals, in each jurisdiction in which the nature of its business requires
      it
      to be so qualified.

     

    (c)  Due
      Authorization.
      The
      execution and delivery of this Agreement and the consummation of the
      transactions provided for herein have been duly authorized by the Buyer by
      all
      necessary action on the part of the Buyer.

     

    (d)  No
      Conflict.
      The
      execution and delivery of this Agreement, the performance by the Buyer of the
      transactions contemplated hereby and the fulfillment of the terms hereof will
      not conflict with or result in any breach of any of the terms and provisions
      of,
      and will not constitute (with or without notice or lapse of time or both) a
      default under, the Buyer’s limited liability company agreement.

     

    (e)  No
      Violation.
      The
      execution and delivery of this Agreement, the performance of the transactions
      contemplated hereby and the fulfillment of the terms hereof will not conflict
      with or violate, in any material respect, any requirements of laws applicable
      to
      the Buyer.

     

    (f)  No
      Proceedings.
      There
      are no proceedings or investigations pending or, to the best knowledge of the
      Buyer, threatened against the Buyer, before any court, regulatory body,
      administrative agency, or other tribunal or Governmental Authority (i) asserting
      the invalidity of this Agreement, (ii) seeking to prevent the consummation
      of
      any of the transactions contemplated by this Agreement, or (iii) seeking any
      determination or ruling that could reasonably be expected to be adversely
      determined which would, if adversely determined, materially and adversely affect
      the performance by the Buyer of its obligations under this
      Agreement.

     

     

       
      ARTICLE V  

    COVENANTS

     

    
      	Section
              5.1  	
              Seller
                Covenants.

            


    

     

    The
      Seller
      hereby covenants that:

     

    (a)  Compliance
      with Laws.
      The
      Seller will comply with all Applicable Laws with respect to it, its business,
      and properties and all Originator Collateral Debt Obligations and the Related
      Property, except where the failure to do so, individually or in the aggregate,
      could not reasonably be expected to have a Material Adverse Effect.

     

    (b)  Preservation
      of Corporate Existence.
      The
      Seller will preserve and maintain its existence, rights, franchises and
      privileges in the jurisdiction of its formation, and qualify and remain
      qualified in good standing in each jurisdiction where the failure to maintain
      such

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    existence,
      rights, franchises, privileges and qualification has had, or could reasonably
      be
      expected to have, a Material Adverse Effect on its ability to perform its
      obligations hereunder or under the Sale Documents.

     

    (c)  Security
      Interests.
      Except
      as contemplated in this Agreement, the Seller will not sell, pledge, assign
      or
      transfer to any other Person, or grant, create, incur, assume or suffer to
      exist
      any Lien on any Purchased Collateral Debt Obligation. The Seller will promptly
      notify the Buyer of the existence of any Lien on any Purchased Collateral Debt
      Obligation and the Seller shall defend the right, title and interest of the
      Buyer and its assignees in, to and under the Purchased Collateral Debt
      Obligations, against all claims of third parties, provided,
      however,
      that
      nothing in this Section
      5.1(c)
      shall
      prevent or be deemed to prohibit the Seller from suffering to exist Permitted
      Liens upon any Purchased Collateral Debt Obligation.

     

    (d)  Delivery
      of Collections.
      Consistent with the Buyer’s ownership of the Purchased Collateral Debt
      Obligations, in the event the Seller shall receive any Collections in respect
      of
      any Purchased Collateral Debt Obligations, the Seller agrees to promptly pay
      to
      the Buyer, or an account designated by the Buyer, (but in no event later than
      two Business Days after receipt) such Collections. Further, on or before the
      related Purchase Date for any Purchased Collateral Debt Obligation, the Seller
      shall instruct the applicable Obligors or payment agents for the Purchased
      Collateral Debt Obligations to make payments in respect of such Purchased
      Collateral Debt Obligations to the Collection Account.

     

    (e)  Merger;
      Sales.
      The
      Seller shall not enter into any transaction of merger or consolidation, or
      liquidate or dissolve itself (or suffer any liquidation or dissolution), or,
      subject to Section
      9.13,
      be
      acquired by any Person, or convey, sell, lease or otherwise dispose of all
      or
      substantially all of its property or business, except as provided for in this
      Agreement.

     

    (f)  Separate
      Existence.
      The
      Seller shall take all actions required to maintain the Buyer’s status as a
      separate legal entity, including, without limitation, (i) not holding the Buyer
      out to third parties as an entity other than an entity with assets and
      liabilities distinct from the Seller and the Seller’s Affiliates; (ii) not
      holding itself out to be responsible for any Indebtedness or other liability
      of
      the Buyer or, other than by reason of owning equity interests of the Buyer,
      for
      any decisions or actions relating to the Buyer; (iii) preparing separate
      financial statements for the Buyer; (iv) taking such other actions as are
      necessary on its part to ensure that all corporate procedures required by its
      and the Buyer’s respective constituent documents are duly and validly taken; (v)
      keeping correct and complete records and books of account and minutes; and
      (vi)
      not acting in any manner that could foreseeably mislead others with respect
      to
      the Buyer’s separate identity. In addition to the foregoing, the Seller shall
      take the following actions:

     

    (i)  The
      Seller
      shall maintain corporate records, books of account, deposit accounts, and
      accounts separate from those of the Buyer.

     

    (ii)  The
      Seller
      shall maintain a principal executive office and administrative office through
      which its business is conducted separate from those of the Buyer. To the extent
      that the Seller and the Buyer have offices in the same location, there shall
      be
      a fair and appropriate allocation of overhead costs among them, and each such
      entity shall bear its fair share of such expenses.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (iii)  The
      resolutions, agreements and other instruments underlying the transactions
      described in this Agreement shall be continuously maintained by the Seller
      as
      official records.

     

    (iv)  The
      Seller
      shall ensure that all material transactions between the Seller and the Buyer
      shall be only on an arm’s-length basis.

     

    (v)  The
      Seller
      shall keep its assets and its liabilities wholly separate from those of the
      Buyer.

     

    (vi)  The
      Seller
      shall not mislead third parties by conducting or appearing to conduct business
      on behalf of Buyer or expressly or impliedly representing or suggesting that
      the
      Seller is liable or responsible for any Indebtedness of the Buyer or that the
      assets of the Seller are available to pay the creditors of the
      Buyer.

     

    (vii)  The
      Seller
      shall at all times have stationery and other business forms and a mailing
      address and telephone number separate from those of the Buyer.

     

    (viii)  The
      Seller
      shall at all times limit its transactions with the Buyer only to those expressly
      permitted under this Agreement, the Buyer’s limited liability company agreement
      or any Sale Document.

     

    (ix)  The
      Seller
      shall take or refrain from taking, as applicable, each of the activities
      specified or assumed in the MBRM Opinion, upon which the conclusions expressed
      therein are based.

     

    (x)  The
      Seller
      shall ensure that, to the extent that it shares the same persons as officers
      or
      other employees as the Buyer, the salaries of and the expenses related to
      providing benefits to such officers or employees shall be fairly allocated
      among
      the two entities, and each entity shall bear its fair share of the salary and
      benefit costs associated with all such common officers and
      employees.

     

    (xi)  The
      Seller
      shall ensure that, to the extent that it jointly contracts with the Buyer to
      do
      business with vendors or service providers or to share overhead expenses, the
      costs incurred in so doing shall be allocated fairly among such entities, and
      each such entity shall bear its fair share of such costs. To the extent that
      the
      Borrower contracts or does business with vendors or service providers when
      the
      goods and services provided are partially for the benefit of any other person,
      the costs incurred in so doing shall be fairly allocated to or among such
      entities for whose benefit the goods and services are provided, and each such
      entity shall bear its fair share of such costs. 

     

    (g)  Change
      of Name or Jurisdiction of Seller; Records.
      The
      Seller (a) shall not change its name or jurisdiction of incorporation, without
      30 days’ prior written notice to the Buyer and the Administrative Agent; and (b)
      shall not move the location of Collateral Debt Obligation Files from the
      locations thereof on the applicable Purchase Date (except as permitted pursuant
      to the Credit Agreement), without 30 days’ prior written notice to the Buyer and
      the Administrative Agent.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (h)  ERISA
      Matters.
      The
      Seller will not, if individually or in the aggregate, the following could
      reasonably be expected to have a Material Adverse Effect (a) engage or permit
      any ERISA Affiliate to engage in any prohibited transaction for which an
      exemption is not available or has not previously been obtained from the United
      States Department of Labor; (b) permit to exist any accumulated funding
      deficiency, as defined in Section 302(a) of ERISA and Section 412(a) of the
      Code, or funding deficiency with respect to any Benefit Plan other than a
      Multiemployer Plan; (c) fail to make any payments to a Multiemployer Plan that
      the Seller or any ERISA Affiliate may be required to make under the agreement
      relating to such Multiemployer Plan or any law pertaining thereto; (d) terminate
      any Benefit Plan so as to result in any liability; or (e) permit to exist any
      occurrence of any reportable event described in Title IV of ERISA that
      represents a material risk of a liability of the Seller under ERISA or the
      Code.

     

    (i)  Extension
      or Amendment of Purchased Collateral Debt Obligations.
      The
      Seller will not extend, amend or otherwise modify, the terms of any Purchased
      Collateral Debt Obligation in a manner inconsistent with the Borrower’s
      obligations to its assignees pursuant to the Credit Agreement. 

     

    (j)  Reporting.
      The
      Seller will maintain, for itself and each of its Affiliates, a system of
      accounting established and administered in accordance with GAAP, and furnish
      or
      cause to be furnished to the Administrative Agent and the Managing
      Agents:

     

    (i)  Annual
      Reporting.
      Within
      120 days after the close of each of the Seller’s fiscal years, unaudited
      financial statements (which shall include balance sheets, statements of income
      and retained earnings and a statement of cash flows) for such fiscal year,
      all
      certified by a Responsible Officer of the Seller as fairly presenting in all
      material respects the financial condition, results of operations and cash flows
      of the Seller in accordance with GAAP.

     

    (ii)  Quarterly
      Reporting.
      Within
      60 days after the close of the first three (3) quarterly periods of each of
      the
      Seller’s fiscal years, balance sheets of the Seller as at the close of each such
      period and statements of income and retained earnings and a statement of cash
      flows for the Seller for the period from the beginning of such fiscal year
      to
      the end of such quarter, all certified by a Responsible Officer of the Seller
      as
      fairly presenting in all material respects the financial condition, results
      of
      operations and cash flows of the Seller in accordance with GAAP.

     

    (k)  Subordination
      Events.
      The
      Seller will not engage or permit any Affiliate to engage in any activities
      relating to any Obligor and/or with respect to any Purchased Collateral Debt
      Obligation that would subject a Purchased Collateral Debt Obligation to the
      risk
      of (i) equitable subordination under Section 510(c) of the Bankruptcy Code,
      or
      (ii) recharacterization as an equity security under Section 105(a) of the
      Bankruptcy Code or otherwise, as a result of the conduct of the Seller, the
      Servicer, the Investment Manager, the Buyer or any of their respective
      Affiliates.

     

    (l)  Ratings.
      The
      Seller will ensure that each Originator Collateral Debt Obligation shall have
      as
      of its Purchase Date a Moody’s Rating; provided,
      that
      if any
      Originator Collateral Debt Obligation does not have a Moody’s Assigned Rating or
      an assigned Moody’s Shadow

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     Rating
      as of its Purchase Date, the Seller shall take any reasonable action requested
      by the Buyer (or the Servicer, on its behalf) with regards to the application
      or
      any re-application for a Moody’s Rating or a Moody’s Shadow Rating
      (as
      the Buyer or the Servicer, on its behalf, deems appropriate in its reasonable
      judgment), and shall pay any costs associated with such application or
      re-application, as the case may be.

     

    (m)  Change
      in Payment Instructions to Obligor.
      The
      Seller shall not make any change in its instructions to the Obligors or payment
      agents regarding payments on Purchased Collateral Debt Obligations to be made
      to
      the Collection Account, unless the Administrative Agent shall have given its
      prior written consent to such change.

     

     

    ARTICLE
      VI  

    REPURCHASE
      OF ORIGINATOR COLLATERAL DEBT OBLIGATIONS

     

    
      	Section
              6.1  	
              Mandatory
                Repurchase of Ineligible Collateral Debt
                Obligations.

            


    

     

    (a)  In
      the
      event of a breach of any representation or warranty set forth in Section 4.1
      with
      respect to a Purchased Collateral Debt Obligation (each such Purchased
      Collateral Debt Obligation, an “Ineligible
      Collateral Debt Obligation”),
      no
      later than 10 days after the earlier of (i) knowledge of such breach on the
      part
      of the Seller and (ii) receipt by the Seller of written notice thereof given
      by
      the Buyer, the Seller shall either (a) repurchase each such Ineligible
      Collateral Debt Obligation, or (b) substitute for such Ineligible Collateral
      Debt Obligation a Substitute Collateral Debt Obligation; provided,
      however,
      that no
      such repurchase shall be required to be made with respect to such Ineligible
      Collateral Debt Obligation (and such Purchased Collateral Debt Obligation shall
      cease to be an Ineligible Collateral Debt Obligation) if, on or before the
      expiration of such 10-day period, the representations and warranties in
Section
      4.1
      with
      respect to such Ineligible Collateral Debt Obligation shall be made true and
      correct in all material respects with respect to such Ineligible Collateral
      Debt
      Obligation as if such Ineligible Collateral Debt Obligation had been transferred
      to the Buyer on such day.

     

    (b)  Upon
      the
      Buyer’s receipt of the Repurchase Price or a Substitute Collateral Debt
      Obligation, as applicable, for an Ineligible Collateral Debt Obligation, the
      Buyer shall automatically and without further action be deemed to transfer,
      assign and set-over to the Seller all the right, title and interest of the
      Buyer
      in, to and under such Ineligible Collateral Debt Obligation and all monies
      due
      or to become due with respect thereto, all proceeds thereof and all rights
      to
      security for any such Ineligible Collateral Debt Obligation, and all proceeds
      and products of the foregoing, free and clear of any Lien created pursuant
      to
      this Agreement or the Credit Agreement, all of the Buyer’s right, title and
      interest in such Ineligible Collateral Debt Obligation. 

     

    (c)  The
      Buyer
      shall, at the sole expense of the Seller, execute such documents and instruments
      of transfer as may be prepared by the Seller and take such other actions as
      shall reasonably be requested by the Seller to effect the transfer of such
      Ineligible Collateral Debt Obligation pursuant to this Section
      6.1.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII  

    CONDITIONS
      PRECEDENT

     

    
      	Section
              7.1  	
              Conditions
                to the Buyer’s Obligations Regarding Originator Collateral Debt
                Obligations.

            


    

     

    The
      obligations of the Buyer to purchase Originator Collateral Debt Obligations
      from
      the Seller on any Purchase Date shall be subject to the satisfaction of the
      following conditions:

     

    (a)  all
      representations and warranties of the Seller contained in Section
      4.1
      shall be
      true and correct in all material respects on and as of such day as though made
      on and as of such date;

     

    (b)  on
      and as
      of such day, the Seller shall have performed all obligations required to be
      performed by it on or prior to such day pursuant to the provisions of this
      Agreement;

     

    (c)  no
      event
      has occurred and is continuing, or would result from such purchase that
      constitutes an Amortization Event, a Default or an Event of Default;
      and

     

    (d)  no
      law or
      regulation shall prohibit, and no order, judgment or decree of any federal,
      state or local court or governmental body, agency or instrumentality shall
      prohibit or enjoin, the making of any such purchase by the Buyer in accordance
      with the provisions hereof.

     

     

    ARTICLE
      VIII  

    TERM
      AND TERMINATION

     

    
      	Section
              8.1  	
              Termination.

            


    

     

    This
      Agreement shall commence as of the date of execution and delivery hereof and
      shall continue in full force and effect until the later of (i) the occurrence
      of
      the Collection Date pursuant to the Credit Agreement and (ii) the date specified
      by either party upon 90 days’ prior written notice to the other party as the
      termination date; provided,
      however,
      that the
      termination of this Agreement pursuant to this Section
      8.1
      shall not
      discharge any Person from obligations incurred prior to any such termination
      of
      this Agreement, including, without limitation, any obligations to repurchase
      Ineligible Collateral Debt Obligations sold prior to such termination pursuant
      to Section
      6.1.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX  

    MISCELLANEOUS
      PROVISIONS

     

    
      	Section
              9.1  	
              Amendment.

            


    

     

    This
      Agreement and the rights and obligations of the parties hereunder may not be
      amended, waived or changed orally, but only by an instrument in writing signed
      by the Buyer and the Seller. The Buyer shall provide not less than ten (10)
      Business Days prior written notice of any such amendment to the Administrative
      Agent.

     

    
      	Section
              9.2  	
              Governing
                Law.

            


    

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE
      JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH
      OF
      THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,
      AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE
      AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
      RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     

    
      	Section
              9.3  	
              Notices.

            


    

     

    All
      notices and other communications provided for hereunder shall, unless otherwise
      stated herein, be in writing (including telex communication and communication
      by
      facsimile copy) and mailed, telexed, transmitted or delivered, as to each party
      hereto, at its address set forth below or at such other address as shall be
      designated by such party in a written notice to the other party hereto. All
      such
      notices and communications shall be effective upon receipt, or in the case
      of
      (a) notice by mail, five days after being deposited in the United States mail,
      first class postage prepaid, (b) notice by telex, when telexed against receipt
      of answer back, or (c) notice by facsimile copy, when verbal communication
      of
      receipt is obtained.

     

    (a)  In
      the
      case of notice to the Buyer, to:

     

    GSC
      INVESTMENT FUNDING LLC

    12
      East
      49th
      Street,
      Suite 3200

    New
      York,
      New York 10017

    Attention:
      General Counsel

    Facsimile
      No.: (212) 884-6184

    Confirmation
      No.: (212) 884-6200

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b)  In
      the
      case of notice to the Seller, to:

     

    GSC
      INVESTMENT CORP.

    12
      East
      49th
      Street,
      Suite 3200

    New
      York,
      New York 10017

    Attention:
      Thomas V. Inglesby, CEO

    Facsimile
      No.: (212) 884-6184

    Confirmation
      No.: (212) 884-6200

     

    (c)  In
      the
      case of notice to the Administrative Agent, to:

     

    DEUTSCHE
      BANK AG, NEW YORK BRANCH

    60
      Wall
      Street, 18th
      Floor

    New
      York,
      New York 10005

    Attention:
      Tina Gu

    Facsimile
      No.: (212) 250-0357

    Confirmation
      No.: (212) 797-5150

     

    
      	Section
              9.4  	
              Severability
                of Provisions.

            


    

     

    If
      any one
      or more of the covenants, agreements, provisions or terms of this Agreement
      or
      any of the Sale Documents shall for any reason whatsoever be held invalid,
      then
      such covenants, agreements, provisions, or terms shall be deemed severable
      from
      the remaining covenants, agreements, provisions, or terms of this Agreement
      and
      the Sale Documents and shall in no way affect the validity or enforceability
      of
      the other provisions of this Agreement or any of the Sale
      Documents.

     

    
      	Section
              9.5  	
              Assignment.

            


    

     

    (a)  Notwithstanding
      anything to the contrary contained herein, this Agreement may not be assigned
      by
      the Buyer or the Seller except as permitted by this Section
      9.5.
      Simultaneously with the execution and delivery of this Agreement, the Buyer
      shall assign all of its right, title and interest herein to the Administrative
      Agent as agent for the Secured Parties under the Credit Agreement as provided
      in
      the Credit Agreement, to which assignment the Seller hereby expressly consents.
      The Seller agrees that the Administrative Agent, as agent for the Secured
      Parties under the Credit Agreement, shall be a third party beneficiary hereof.
      The Administrative Agent as agent for the Secured Parties under the Credit
      Agreement may enforce the provisions of this Agreement, exercise the rights
      of
      the Buyer and enforce the obligations of the Seller hereunder following a
      Default or an Event of Default and as provided in of the Credit Agreement.
      This
      Agreement may not be assigned by the Seller except in connection with a merger
      or consolidation of the Seller with or into, or disposition of the Seller’s
      properties and assets to, another Person, provided,
      however,
      that any
      such merger, consolidation or disposition shall satisfy the requirements of
      Section
      9.13.

     

    (b)  In
      connection with any permitted assignment of this Agreement by the Seller, the
      Seller shall deliver to the Buyer and the Administrative Agent an Officer’s
      Certificate that such assignment complies with this Section
      9.5,
      and
      shall cause such assignee to execute an agreement supplemental hereto, in form
      and substance satisfactory to the Seller, pursuant to

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     which
      such assignee shall expressly assume and agree to the performance of every
      covenant and obligation of the Seller hereunder, to provide for the delivery
      of
      an Opinion of Counsel that such supplemental agreement is legal, valid and
      binding with respect to such assignee, and to take such other actions and
      execute such other instruments as may reasonably be required to effectuate
      such
      assignment.

     

    
      	Section
              9.6  	
              Further
                Assurances.

            


    

     

    (a)  The
      Buyer
      and the Seller agree to do and perform, from time to time, any and all acts
      and
      to execute any and all further instruments required or reasonably requested
      by
      the other party more fully to effect the purposes of this Agreement and the
      Sale
      Documents, including, without limitation, the execution of any financing
      statements, continuation statements, termination statements, releases or
      equivalent documents relating to the Purchased Collateral Debt Obligations
      for
      filing under the provisions of the UCC or other applicable laws of any
      applicable jurisdiction.

     

    (b)  If
      the
      Seller fails to perform any of its obligations hereunder, Buyer (or its assigns)
      may (but shall not be required to) perform, or cause performance of, such
      obligation, and Buyer’s (or such assigns’) costs and expenses incurred in
      connection therewith shall be payable by the Seller as provided in Section
      9.14.
      The
      Seller irrevocably authorizes Buyer (and its assigns) at any time and from
      time
      to time in the sole discretion of Buyer (or its assigns), and appoints Buyer
      (and its assigns) as its attorney(s)-in-fact, to act on its behalf (i) to
      authorize on its behalf as debtor and to file financing statements necessary
      or
      desirable in Buyer’s (or its assigns’) sole discretion to perfect and to
      maintain the perfection and priority of the interest of Buyer in the Purchased
      Collateral Debt Obligations and (ii) to file a carbon, photographic or other
      reproduction of this Agreement or any financing statement with respect to the
      Purchased Collateral Debt Obligations as a financing statement in such offices
      as Buyer (or its assigns) in their sole discretion deem necessary or desirable
      to perfect and to maintain the perfection and priority of Buyer’s interests in
      the Purchased Collateral Debt Obligations. This appointment is coupled with
      an
      interest and is irrevocable.

     

    
      	Section
              9.7  	
              No
                Waiver; Cumulative Remedies.

            


    

     

    No
      failure
      to exercise and no delay in exercising, on the part of the Buyer or the Seller,
      any right, remedy, power or privilege hereunder, shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, remedy, power
      or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, remedy, power or privilege. The rights, remedies,
      powers and privileges herein provided are cumulative and not exhaustive of
      any
      rights, remedies, powers and privilege provided by law.

     

    
      	Section
              9.8  	
              Counterparts.

            


    

     

    This
      Agreement may be executed in two or more counterparts including facsimile
      transmission thereof (and by different parties on separate counterparts), each
      of which shall be an original, but all of which together shall constitute one
      and the same instrument.

     

    
      	Section
              9.9  	
              Binding
                Effect; Third-Party Beneficiaries.

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    This
      Agreement shall inure to the benefit of and the obligations thereunder shall
      be
      binding upon the parties hereto and their respective successors and permitted
      assigns. Any permitted assigns of the Buyer shall be third-party beneficiaries
      of this Agreement.

     

    
      	Section
              9.10  	
              Merger
                and Integration.

            


    

     

    Except
      as
      specifically stated otherwise herein, this Agreement, together with the Credit
      Agreement and the other Transaction Documents, to the extent that a party is
      a
      signatory thereto, sets forth the entire understanding of the parties relating
      to the subject matter hereof, there are no other agreements between the parties
      for transactions relating to or similar to the transactions contemplated by
      this
      Agreement, and all prior understandings, written or oral, are superseded by
      this
      Agreement. This Agreement may not be modified, amended, waived or supplemented
      except as provided herein.

     

    
      	Section
              9.11  	
              Headings.

            


    

     

    The
      headings herein are for purposes of reference only and shall not otherwise
      affect the meaning or interpretation of any provision hereof.

     

    
      	Section
              9.12  	
              Schedules
                and Exhibits.

            


    

     

    The
      schedules and exhibits attached hereto and referred to herein shall constitute
      a
      part of this Agreement and are incorporated into this Agreement for all
      purposes.

     

    
      	Section
              9.13  	
              Merger,
                Consolidation or Assumption of Obligations of the
                Seller.

            


    

     

    The
      Seller
      shall not consolidate with or merge into any other corporation or convey or
      transfer its properties and assets substantially as an entirety to any Person,
      unless:

     

    (i)  the
      Buyer
      and the Administrative Agent shall have consented to such merger, consolidation,
      conveyance or transfer in writing;

     

    (ii)  the
      Person
      formed by such consolidation or into which the Seller is merged or the Person
      that acquires by conveyance or transfer the properties and assets of the Seller
      substantially as an entirety shall be, if the Seller is not the surviving
      entity, organized and existing under the laws of the United States of America
      or
      any State or the District of Columbia and shall expressly assume, by an
      agreement supplemental hereto, executed and delivered to the Buyer, in form
      satisfactory to the Buyer and the Administrative Agent, the performance of
      every
      covenant and obligation of the Seller hereunder (to the extent that any right,
      covenant or obligation of the Seller, as applicable hereunder, is inapplicable
      to the successor entity, such successor entity shall be subject to such covenant
      or obligation, or benefit from such right, as would apply, to the extent
      practicable, to such successor entity); and

     

    (iii)  the
      Seller
      shall have delivered to the Buyer and the Administrative Agent an Officer’s
      Certificate that such consolidation, merger, conveyance or transfer and such
      supplemental agreement comply with this Section
      9.13
      and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with and an Opinion

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    of
      Counsel
      that such supplemental agreement is legal, valid and binding with respect to
      the
      successor entity and that the entity surviving such consolidation, conveyance
      or
      transfer is organized and existing under the laws of the United States of
      America or any State or the District of Columbia.

     

    
      	Section
              9.14  	
              Taxes.

            


    

     

    The
      Seller
      shall pay on demand any and all stamp, sales, excise and other taxes (excluding
      income and franchise taxes of the Buyer) and fees payable or determined to
      be
      payable in connection with the execution, delivery, filing and recording of
      this
      Agreement or any agreement or other document delivered in connection with this
      Agreement.

     

    
      	Section
              9.15  	
              Indemnities
                by Seller

            


    

     

    (a)  Without
      limiting any other rights that the Buyer may have hereunder or under Applicable
      Law, the Seller hereby agrees to indemnify the Buyer and its assigns, officers,
      directors, agents and employees (each an “Indemnified
      Party”),
      forthwith on demand, from and against any and all damages, losses, claims,
      taxes, liabilities and related costs and expenses, including reasonable
      attorneys’ fees (which attorneys may be employees of the Buyer) and
      disbursements (all of the foregoing being collectively referred to as
“Indemnified
      Amounts”)
      awarded
      against or incurred by any such Indemnified Party or other non-monetary damages
      of any such Indemnified Party any of them arising out of or as a result of
      this
      Agreement or the acquisition, either directly or indirectly, by the Buyer of
      the
      Originator Collateral Debt Obligations, excluding, however:

     

    (i)  Indemnified
      Amounts to the extent that such Indemnified Amounts resulted from gross
      negligence or willful misconduct on the part of the Indemnified Party seeking
      indemnification;

     

    (ii)  Indemnified
      Amounts to the extent the same includes losses in respect of Originator
      Collateral Debt Obligations that are uncollectible on account of the insolvency,
      bankruptcy or lack of creditworthiness of the related Obligor; or

     

    (iii)  taxes
      imposed by the jurisdiction in which such Indemnified Party’s principal
      executive office is located, on or measured by the overall net income of such
      Indemnified Party;

     

    provided, however,
      that
      nothing contained in this sentence shall limit the liability of the Seller
      or
      limit the recourse of Buyer to the Seller for amounts otherwise specifically
      provided to be paid by the Seller under the terms of this Agreement. Without
      limiting the generality of the foregoing indemnification, the Seller shall
      indemnify Buyer for Indemnified Amounts (including, without limitation, losses
      in respect of uncollectible Originator Collateral Debt Obligations, regardless
      of whether reimbursement therefor would constitute recourse to the Seller)
      relating to or resulting from:

     

    (i)  any
      Originator Collateral Debt Obligation treated as or represented by the Seller
      to
      be an Eligible Collateral Debt Obligation that is not at the applicable time
      an
      Eligible Collateral Debt Obligation;

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (ii)  any
      representation or warranty made or deemed made by the Seller or any of its
      officers under or in connection with this Agreement, any other Sale Document
      or
      any other information or report delivered by the Seller pursuant hereto or
      thereto, which shall have been false or incorrect in any material respect when
      made or deemed made or delivered;

     

    (iii)  the
      failure by the Seller to comply with any term, provision or covenant contained
      in this Agreement or any agreement executed in connection with this Agreement,
      or with any Applicable Law with respect to any Originator Collateral Debt
      Obligation or the Collateral Debt Obligation Documents related thereto, or
      the
      nonconformity of any Originator Collateral Debt Obligation, the Related Property
      or the Collateral Debt Obligation Documents related thereto with any such
      Applicable Law, or any failure by the Seller to perform its duties, express
      or
      implied, with respect to any Originator Collateral Debt Obligation;

     

    (iv)  any
      dispute, claim, offset or defense (other than discharge in bankruptcy of the
      Obligor) of the Obligor to the payment of any Originator Collateral Debt
      Obligation (including, without limitation, a defense based on such Originator
      Collateral Debt Obligation or the Collateral Debt Obligation Documents related
      thereto not being a legal, valid and binding obligation of such Obligor
      enforceable against it in accordance with its terms);

     

    (v)  any
      failure of Seller to perform its duties or obligations under the Originator
      Collateral Debt Obligations or in accordance with the provisions of this
      Agreement or any other Sale Document;

     

    (vi)  any
      investigation, litigation or proceeding related to or arising from this
      Agreement or any other Sale Document, the transactions contemplated hereby,
      the
      use of the proceeds of a purchase hereunder, the ownership of the Originator
      Collateral Debt Obligations or any other investigation, litigation or proceeding
      relating to the Seller in which any Indemnified Party becomes involved as a
      result of any of the transactions contemplated hereby;

     

    (vii)  any
      failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal
      and
      equitable title to, and ownership of, any Originator Collateral Debt Obligation,
      free and clear of any Adverse Claim (except as created by the Transaction
      Documents);

     

    (viii)  the
      failure of the Seller to or any of its agents or representatives to remit to
      the
      Buyer or its assignees, Collections remitted to the Seller or any such agent
      or
      representative in accordance with the terms hereof or the commingling by the
      Seller of any Collections;

     

    (ix)  any
      action
      or omission by the Seller which causes the occurrence of a Subordination
      Event;

     

    (x)  any
      action
      or omission by Seller which reduces or impairs the rights of Buyer with respect
      to any Originator Collateral Debt Obligation or the value of any such Originator
      Collateral Debt Obligation; and

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (xi)  any
      attempt by any Person to void the purchases made hereunder under statutory
      provisions or common law or equitable action.

     

    (b)  If
      for any
      reason the indemnification provided above in this Section
      9.15
      is
      unavailable to the Indemnified Party or is insufficient to hold an Indemnified
      Party harmless, then the Seller shall contribute to the amount paid or payable
      by such Indemnified Party as a result of such loss, claim, damage or liability
      in such proportion as is appropriate to reflect not only the relative benefits
      received by such Indemnified Party on the one hand and the Seller, on the other
      hand but also the relative fault of such Indemnified Party as well as any other
      relevant equitable considerations.

     

    (c)  The
      obligations of the Seller under this Section
      9.15
      shall
      survive the removal of the Administrative Agent or any Managing Agent and the
      termination of this Agreement.

     

    
      	Section
              9.16  	
              No
                Petition.

            


    

     

    From
      the
      date hereof to and until the date which is one year and one day following the
      date on which all amounts due with respect to any indebtedness of the Purchaser
      shall have been paid in full in cash, the Seller shall not, directly or
      indirectly, institute or cause to be instituted against the Purchaser any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
      or
      other proceeding under any federal or state bankruptcy or similar law or
      cooperate with or encourage any other Person to take such action; provided,
      that the
      foregoing shall not in any way limit the Seller’s right to pursue any other
      creditor rights or remedies that the Seller may have under applicable law.
      The
      Seller agrees that any amounts payable by the Purchaser hereunder shall be
      payable solely to the extent that the Purchaser has funds available to make
      such
      payments in accordance with its organizational documents and the Transaction
      Documents. The provisions of this Section
      9.16
      shall
      survive the termination of this Agreement.

     

    


     

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        21

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS
      WHEREOF, the Buyer and the Seller have caused this Agreement to be duly executed
      by their respective officers as of the day and year first above
      written.

     

    

      
        	 	 
	
                GSC
                  INVESTMENT FUNDING LLC

              	 
	 	 
	 	 
	
                By:

              	/s/
                Thomas V. Inglesby	 
	 	
                Name:
                  Thomas V. Inglesby

              	 
	 	
                Title:  
                  President

              	 
	 	 
	 	 
	
                GSC
                  INVESTMENT CORP.

              	 
	 	 
	 	 
	
                By:

              	/s/
                Thomas V. Inglesby	 
	 	
                
                  Name:
                    Thomas V. Inglesby

                

              	 
	 	
                Title:  
                  Chief Executive Officer

              	 


      

    

     

     

    



    
      
        
        

      

      
        [Purchase and Sale Agreement]

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      I

     

    SCHEDULE
      OF COLLATERAL DEBT OBLIGATIONS

     

    


     

    


     

    [to
      be
      delivered for initial Purchase]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      II

     

    TRADENAMES,
      FICTITIOUS NAMES AND “DOING BUSINESS AS” NAMES;

    LOCATION
      OF RECORDS

     

    


     

    


     

    Prior
      Name: GSC Investment LLC

     

    


     

    Location
      of Records:

     

    300
      Campus
      Drive, Suite 110

    Florham
      Park, NJ 07932-1039

     

    Principal
      Executive Offices:

     

    12
      East
      49th
      Street,
      Suite 3200

    New
      York,
      New York 10017

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     



    EXHIBIT
      A

     

    FORM
      OF
      ASSIGNMENT

     

    ASSIGNMENT,
      dated as of ____________, from GSC INVESTMENT CORP., a Maryland corporation
      (the
“Seller”),
      to GSC
      INVESTMENT FUNDING LLC, a Delaware limited liability company (the “Buyer”).

     

    1.  We
      refer
      to the Purchase and Sale Agreement, dated as of April 11, 2007 (as amended,
      modified, supplemented or restated from time to time, the “Agreement”),
      by and
      between the Seller and the Buyer. All capitalized terms used herein shall have
      the meanings set forth in the Agreement.

     

    2.  The
      Seller
      does hereby convey, set over and assign to the Buyer, without recourse, all
      of
      the Seller’s right, title and interest in and to the following, in each case
      whether now or hereafter existing or in which the Seller now has or hereafter
      acquires an interest and wherever the same may be located:

     

    (i)  the
      Originator Collateral Debt Obligations identified on the applicable Schedule
      of
      Collateral Debt Obligations delivered by the Seller to the Buyer at least one
      (1) Business Day before the requested Purchase Date, together with all monies
      due or to become due in payment of such Originator Collateral Debt Obligations
      on and after such Purchase Date;

     

    (ii)  the
      Related Property securing such Originator Collateral Debt Obligations, including
      all proceeds from any sale or other disposition of such Related
      Property;

     

    (iii)  the
      Collateral Debt Obligation Documents related to such Originator Collateral
      Debt
      Obligations;

     

    (iv)  all
      Supplemental Interests related to such Originator Collateral Debt
      Obligations;

     

    (v)  all
      Collections and all other payments made or to be made in the future with respect
      to such Originator Collateral Debt Obligations or by the Obligor thereunder
      and
      under any guarantee or similar credit enhancement with respect to such
      Originator Collateral Debt Obligations; and

     

    (vi)  all
      income
      and proceeds of the foregoing.

     

    3.  Simultaneously
      with the execution and delivery hereof the Seller has delivered to or at the
      direction of the Buyer such endorsements and assignments, made without recourse,
      of the Collateral Debt Obligation Files as are necessary to properly complete
      the absolute assignment of the Originator Collateral Debt Obligations to the
      Buyer.

     

    4.  THIS
      CERTIFICATE OF ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH
      THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CHOICE OF LAW
      PROVISIONS.

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the Seller has caused this Assignment to be executed by its authorized
      officer as of the date first above written.

     

    
      	
              GSC
                INVESTMENT CORP.

            	 
	 	 
	 	 
	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title: