Common use of Other Activities of the Adviser Clause in Contracts

Other Activities of the Adviser. The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter and by-laws, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, employee or agent of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

Other Activities of the Adviser. The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter certificate of incorporation and by-lawsbylaws (each as amended, restated and/or corrected), the Adviser and its managers, partnersmembers, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partnermember, principal, officer, employee or agent of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

Other Activities of the Adviser. The services of (a) Nothing in this Agreement shall (i) prevent the Adviser to the Company are not exclusive. Subject to the provisions or any of the Company’s charter and by-laws, the Adviser and its managers, partners, principalsAffiliates, officers, directors or employees and agents shall be free to act for their own account from engaging in other businesses or the account from rendering services of any other Account, and kind to engage in any other business Person, whether or render similar or different services to others including, without limitation, not the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives or policies of any such other Person are similar to those of the Company, so long as including, without limitation, the sponsoring, closing or managing of any Other Invesco Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from originating loans, buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Adviser’s services (or its Affiliates’) benefit. While information and recommendations supplied to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action shall, in the performance Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments investment objectives and policies of the Company. Nothing , the Company acknowledges that such information and recommendations may be different in this Agreement shall limit certain material respects from the information and recommendations supplied by the Adviser or restrict the right of any manager, partner, principal, officer, employee or agent Affiliate of the Adviser to engage others (including, for greater certainty, the Other Invesco Accounts and their investors, as described more fully in any other business Section 8(b)). (b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or to devote his manage Other Invesco Accounts and may in the future sponsor, advise or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith manage additional Other Invesco Accounts (including fees for serving as a director ofPriority Invesco Accounts, if any), (ii) with respect to Other Invesco Accounts with investment objectives or providing consulting services to, one or more of guidelines that overlap with the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for but that do not have priority over the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, Affiliates will allocate investment opportunities between the Company and such Other Invesco Accounts in accordance with Invesco’s prevailing policies and procedures on a basis that the Adviser and directorsits Affiliates determine to be fair and equitable, officersover time, employeesin their sole discretion, partnersand there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other Invesco Accounts (in lieu of the Company) in accordance with Invesco’s prevailing policies and procedures and (iii) Priority Invesco Accounts, principalsif any, stockholderswill receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisors of the Priority Invesco Accounts forgo, membersin their sole discretion, managers all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise. (c) In connection with the services of the Adviser hereunder, the Company and agents the Board acknowledge and agree that (i) as part of Invesco’s regular businesses, personnel of the Adviser and its affiliates Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Invesco Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Invesco Accounts or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other Invesco Accounts may invest, from time to time, in investments in which the Company also invests (including, without limitation, at a different level of an issuer’s capital structure (e.g., an investment by an Other Invesco Account in a mezzanine interest with respect to the same underlying collateral in which the Company owns a secured interest, or vice versa) or in a different tranche of debt with respect to an issuer or collateral in which the Company holds an interest), and Invesco will seek to resolve any such conflicts in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, including that such transactions shall be presented to the Board for approval (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other Invesco Accounts, for providing various services as described in the Memorandum, as applicable (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates may from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Invesco Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other Invesco Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Invesco Accounts) are or may become similarly interested materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Invesco Accounts as a result of an investment in the Company as stockholders or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Invesco, any Other Invesco Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. The Adviser will seek to resolve any conflicts of interest in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer of the Company.

Other Activities of the Adviser. The services of (a) Nothing in this Agreement shall (i) prevent the Adviser to the Company are not exclusive. Subject to the provisions or any of the Company’s charter and by-laws, the Adviser and its managers, partners, principalsAffiliates, officers, directors or employees and agents shall be free to act for their own account from engaging in other businesses or the account from rendering services of any other Account, and kind to engage in any other business Person, whether or render similar or different services to others including, without limitation, not the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives or policies of any such other Person are similar to those of the Company, so long as including, without limitation, the sponsoring, closing or managing of any Other Invesco Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Adviser’s services (or its Affiliates’) benefit. While information and recommendations supplied to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action shall, in the performance Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments investment objectives and policies of the Company. Nothing , the Company acknowledges that such information and recommendations may be different in this Agreement shall limit certain material respects from the information and recommendations supplied by the Adviser or restrict the right of any manager, partner, principal, officer, employee or agent Affiliate of the Adviser to engage others (including, for greater certainty, the Other Invesco Accounts and their investors, as described more fully in any other business Section 8(b)). (b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or to devote his manage Other Invesco Accounts and may in the future sponsor, advise or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith manage additional Other Invesco Accounts (including fees for serving as a director ofPriority Invesco Accounts, if any), (ii) with respect to Other Invesco Accounts with investment objectives or providing consulting services to, one or more of guidelines that overlap with the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for but that do not have priority over the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, Affiliates will allocate investment opportunities between the Company and such Other Invesco Accounts in accordance with Invesco’s prevailing policies and procedures on a basis that the Adviser and directorsits Affiliates determine to be equitable in their sole discretion, officersand there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other Invesco Accounts (in lieu of the Company) in accordance with Invesco’s prevailing policies and procedures and (iii) Priority Invesco Accounts, employeesif any, partnerswill receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisors of the Priority Invesco Accounts forgo, principalsin their sole discretion, stockholdersall or a portion of such investments because of such accounts’ investment objectives, membersguidelines, managers concentration limitations or otherwise. (c) In connection with the services of the Adviser hereunder, the Company and agents the Board acknowledge and agree that (i) as part of Invesco’s regular businesses, personnel of the Adviser and its affiliates Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Invesco Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Invesco Accounts or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other Invesco Accounts may invest, from time to time, in investments in which the Company also invests (including, without limitation, at a different level of an issuer’s capital structure (e.g., an investment by an Other Invesco Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Invesco will seek to resolve any such conflicts in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other Invesco Accounts, for providing various services as described in the Memorandum or the most recent Prospectus, as applicable (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates may become similarly from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Invesco Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other Invesco Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Invesco Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Invesco Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Invesco, any Other Invesco Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other Invesco Accounts, or with Invesco, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as stockholders those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or otherwiseany committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.

Other Activities of the Adviser. The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter and by-lawsDeclaration of Trust, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Accountperson, and to engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, employee or agent of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directorstrustees, managers, officers, employees and stockholders shareholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders shareholders or otherwise.

Other Activities of the Adviser. The services of (a) Nothing in this Agreement shall (i) prevent the Adviser to the Company are not exclusive. Subject to the provisions or any of the Company’s charter and by-laws, the Adviser and its managers, partners, principalsAffiliates, officers, directors or employees and agents shall be free to act for their own account from engaging in other businesses or the account from rendering services of any other Account, and kind to engage in any other business Person, whether or render similar or different services to others including, without limitation, not the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives or policies of any such other Person are similar to those of the Company, so long as including, without limitation, the sponsoring, closing or managing of any Other Invesco Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from originating loans, buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Adviser’s services (or its Affiliates’) benefit. While information and recommendations supplied to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action shall, in the performance Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments investment objectives and policies of the Company. Nothing , the Company acknowledges that such information and recommendations may be different in this Agreement shall limit certain material respects from the information and recommendations supplied by the Adviser or restrict the right of any manager, partner, principal, officer, employee or agent Affiliate of the Adviser to engage others (including, for greater certainty, the Other Invesco Accounts and their investors, as described more fully in any other business Section 8(b)). (b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or to devote his manage Other Invesco Accounts and may in the future sponsor, advise or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith manage additional Other Invesco Accounts (including fees for serving as a director ofPriority Invesco Accounts, if any), (ii) with respect to Other Invesco Accounts with investment objectives or providing consulting services to, one or more of guidelines that overlap with the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for but that do not have priority over the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, Affiliates will allocate investment opportunities between the Company and such Other Invesco Accounts in accordance with Invesco’s prevailing policies and procedures on a basis that the Adviser and directorsits Affiliates determine to be fair and equitable, officersover time, employeesin their sole discretion, partnersand there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other Invesco Accounts (in lieu of the Company) in LEGAL02/44513719v5 accordance with Invesco’s prevailing policies and procedures and (iii) Priority Invesco Accounts, principalsif any, stockholderswill receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisors of the Priority Invesco Accounts forgo, membersin their sole discretion, managers all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise. (c) In connection with the services of the Adviser hereunder, the Company and agents the Board acknowledge and agree that (i) as part of Invesco’s regular businesses, personnel of the Adviser and its affiliates Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Invesco Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Invesco Accounts or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other Invesco Accounts may invest, from time to time, in investments in which the Company also invests (including, without limitation, at a different level of an issuer’s capital structure (e.g., an investment by an Other Invesco Account in a mezzanine interest with respect to the same underlying collateral in which the Company owns a secured interest, or vice versa) or in a different tranche of debt with respect to an issuer or collateral in which the Company holds an interest), and Invesco will seek to resolve any such conflicts in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, including that such transactions shall be presented to the Board for approval (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other Invesco Accounts, for providing various services as described in the Memorandum, as applicable (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates may from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Invesco Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other Invesco Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Invesco Accounts) are or may become similarly interested materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Invesco Accounts as a result of an investment in the Company as stockholders or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Invesco, any Other Invesco Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. The Adviser will seek to resolve any conflicts of interest in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). LEGAL02/44513719v5 (e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer of the Company.

Other Activities of the Adviser. The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter and by-lawslimited liability company agreement, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Accountperson, and to engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, employee or agent of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders unitholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholdersshareholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholdersshareholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders unitholders or otherwise.

Other Activities of the Adviser. The services of (a) Nothing in this Agreement shall (i) prevent the Adviser to the Company are not exclusive. Subject to the provisions or any of the Company’s charter and by-laws, the Adviser and its managers, partners, principalsAffiliates, officers, directors or employees and agents shall be free to act for their own account from engaging in other businesses or the account from rendering services of any other Account, and kind to engage in any other business Person, whether or render similar or different services to others including, without limitation, not the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives or policies of any such other Person are similar to those of the Company, so long as including, without limitation, the sponsoring, closing or managing of any Other Invesco Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Adviser’s services (or its Affiliates’) benefit. While information and recommendations supplied to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action shall, in the performance Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments investment objectives and policies of the Company. Nothing , the Company acknowledges that such information and recommendations may be different in this Agreement shall limit certain material respects from the information and recommendations supplied by the Adviser or restrict the right of any manager, partner, principal, officer, employee or agent Affiliate of the Adviser to engage others (including, for greater certainty, the Other Invesco Accounts and their investors, as described more fully in any other business Section 8(b)). (b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or to devote his manage Other Invesco Accounts and may in the future sponsor, advise or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith manage additional Other Invesco Accounts (including fees for serving as a director ofPriority Invesco Accounts, if any), (ii) with respect to Other Invesco Accounts with investment objectives or providing consulting services to, one or more of guidelines that overlap with the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for but that do not have priority over the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, Affiliates will allocate investment opportunities between the Company and such Other Invesco Accounts in accordance with Invesco’s prevailing policies and procedures on a basis that the Adviser and directorsits Affiliates determine to be equitable in their sole discretion, officersand there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other Invesco Accounts (in lieu of the Company) in accordance with Invesco’s prevailing policies and procedures and (iii) Priority Invesco Accounts, employeesif any, partnerswill receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisors of the Priority Invesco Accounts forgo, principalsin their sole discretion, stockholdersall or a portion of such investments because of such accounts’ investment objectives, membersguidelines, managers concentration limitations or otherwise. (c) In connection with the services of the Adviser hereunder, the Company and agents the Board acknowledge and agree that (i) as part of Invesco’s regular businesses, personnel of the Adviser and its affiliates Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Invesco Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Invesco Accounts or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other Invesco Accounts may invest, from time to time, in investments in which the Company also invests (including, without limitation, at a different level of an issuer’s capital structure (e.g., an investment by an Other Invesco Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Invesco will seek to resolve any such conflicts in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other Invesco Accounts, for providing various services as described in the Memorandum or the most recent Prospectus, as applicable (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates may become similarly from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Invesco Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other Invesco Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Invesco Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Invesco Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Invesco, any Other Invesco Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other Invesco Accounts, or with Invesco, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as stockholders those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or otherwiseany committee thereof (unless otherwise required by the Charter or the Investment Guidelines).

Other Activities of the Adviser. The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter certificate of incorporation and by-lawslaws (each as may be amended, restated and/or corrected from time to time), the Adviser and its managers, partnersmembers, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partnermember, principal, officer, employee or agent of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

Other Activities of the Adviser. The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter , and by-laws, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as the Adviser’s its services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice , and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, officer or employee or agent of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long The Adviser represents that in the performance of its duties hereunder and in respect of any other person or entity for which it serves as this Agreement or any extensionan adviser, renewal or amendment remains it will allocate investment opportunities among its clients on a basis that is fair and reasonable, and in effectconnection therewith will consider factors it deems suitable for that purpose, including the Adviser shall be the only availability of funds, investment adviser for the Companypolicies and restrictions, subject to the Adviser’s right to enter into sub-advisory agreementstax effects, and other appropriate factors. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents managers or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, members and managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.