TRADEMARK LICENSE AGREEMENT

Exhibit 10.4

TRADEMARK LICENSE AGREEMENT

dated as of July 11, 2005

between

GSCP (NJ), L.P.

and

GSC Capital Corp.

ii

TRADEMARK LICENSE AGREEMENT

      AGREEMENT dated July 11, 2005 between GSCP (NJ), L.P., a Delaware limited partnership and a New Jersey-based registered asset manager having its principal office at 500 Campus Drive, Suite 220, Florham Park, New Jersey 07932 (“ Licensor ”) and GSC Capital Corp., a Maryland corporation having its principal office at 500 Campus Drive, Suite 220, Florham Park, New Jersey 07932 (“ Licensee ”).

W I T N E S S E T H :

      WHEREAS, Licensee is a newly organized corporation that will elect to be treated as a real estate investment trust for federal income tax purposes;

      WHEREAS, Licensor and Licensee are party to a management agreement dated as of July 11, 2005 (the “ Management Agreement ”) pursuant to which Licensor will provide investment advisory services to Licensee; and

      WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, certain rights to enable Licensee to use certain of Licensor’s marks for such time as Licensor or any of its Affiliates shall act as manager of Licensee’s assets (“ Manager ”) pursuant to the Management Agreement.

      NOW, THEREFORE, in consideration of the mutual undertakings in this Agreement, the parties agree as follows:

ARTICLE 1
DEFINITIONS

      Section 1.01 . Definitions. The following terms, as used herein, have the following meanings:

      “ Affiliate ” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

      “ Business ” means the business of Licensee and its Subsidiaries as conducted at any time.

      “ Licensed Marks ” means the Proprietary Marks and the Proprietary Logos and such other marks of Licensor that Licensor shall have specifically authorized Licensee in writing to use pursuant to a written notice acknowledged by Licensee in the form of Exhibit A hereto.

      “ Promotional Material ” means all material used in the promotion of, or otherwise in connection with, the Business (whether written or recorded in any

other medium) and includes artwork, advertising materials (irrespective of the medium in which they are recorded), display materials, packaging materials, brochures, posters and internal and external signage.

      “ Proprietary Logos ” means the proprietary marks, consisting of designs and logos, of Licensor set forth in Schedule A hereto.

      “ Proprietary Marks ” means the proprietary marks of Licensor, consisting of the names “GSC” and “GSC Partners”.

      “ REIT ” means a “real estate investment trust” as defined in Section 856(a) of the Code.

      “ Subsidiary ” means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by Licensee.

      “ Term ” means the period commencing on the date of this Agreement and ending on the date of termination in accordance with Article 7 of this Agreement or the date of termination or expiration of the Management Agreement (whichever occurs first).

      Section 1.02 . Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person.

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References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2
GRANT OF LICENSE

      Section 2.01 . Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee (i) a non-exclusive, non-transferable, royalty free right to use the trade name “GSC” as part of its company name and (ii) a non-exclusive, non-transferable, royalty free right to use the Licensed Marks for the duration of the Term on a worldwide basis in connection with the conduct of the Business. Such right shall include the right of Licensee to grant sublicenses to its Subsidiaries for so long as they remain Subsidiaries.

ARTICLE 3
OWNERSHIP OF PROPRIETARY RIGHTS

      Section 3.01 . Ownership of Proprietary Rights. Neither this Agreement nor its performance confer on Licensee any right with respect to the Licensed Marks other than those rights granted pursuant to this Agreement with respect to the Licensed Marks. Licensor is entitled to grant such other rights in and licenses of the Licensed Marks as it sees fit and nothing in this Agreement restricts in any way Licensor’s right to use the Licensed Marks. Any use of Licensed Marks by Licensee inures to the benefit of Licensor. Licensee shall not, and shall cause its Subsidiaries not to, (a) challenge the validity or ownership of the Licensed Marks or any other marks of Licensor or claim adversely or assist in any claim adversely to Licensor concerning any right, title or interest in the Licensed Marks or any other marks of Licensor or (b) do or permit any act which may directly or indirectly impair or prejudice Licensor’s title to the Licensed Marks or its other marks, or detrimental to the reputation and goodwill of Licensor, including any act which might assist or give rise to any application to remove or de-register any of the Licensed Marks or other marks of Licensor, and in the case of clauses (a) and (b), Licensee shall not, and shall cause its Subsidiaries not to, aid or abet any person in doing so.

ARTICLE 4
USE OF LICENSED MARKS BY LICENSEE

      Section 4.01 . Form of Use. Licensee shall conform to and observe, and shall procure that its Subsidiaries conform to and observe, such standards in relation to the Licensed Marks as Licensor from time to time prescribes, including standards relative to the quality, design, identity, size, position, appearance,

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marking, color of the Licensed Marks, and the manner, disposition and use of the Licensed Marks and accompanying designations, on any document or other media includi