GSC INVESTMENT CORP. Notification of Fee Reimbursement

Exhibit 10.6

GSC INVESTMENT CORP.

Notification of Fee Reimbursement

      NOTIFICATION , made as of March 21, 2007 by GSCP (NJ). L.P., a Delaware limited partnership (the “ Adviser ”), to GSC Investment Corp., a Maryland corporation (the “ Company ”).

      WITNESSETH :

      WHEREAS , the Adviser has entered into an investment management and advisory agreement with the Company dated March 21, 2007 to manage the portfolio of assets held by the Company;

      WHEREAS , the Adviser desires to reimburse expenses of the Company;

      WHEREAS , the Adviser understands and intends that the Company will rely on this Notification in preparing and filing with the Securities and Exchange Commission Amendment No. 8 to the Registration Statement on Form N-2 (Registration No. 333-138051), in printing of prospectuses for distribution to investors of the Company, in accruing the Company expenses for purpo