10-12G

File No.                  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

the Securities Exchange Act of 1934

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	92-1080856
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2001 Ross Avenue, Suite 3400 Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 715-7400

Copies to:

Hubert J. Crouch Chief Executive Officer 2001 Ross Avenue, Suite 3400 Dallas, Texas 75201 (972) 715-7400 Anna T. Pinedo Wendy Dodson Gallegos Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020-1001 (212) 506-2176

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Class S common stock, $0.01 per share; Class D common stock, $0.01 per share; Class I common stock, $0.01 per share and Class E common stock, $0.01 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Table of Contents

	Page
Item 1. Business		6
Item 1A. Risk Factors		19
Item 2. Financial Information		72
Item 3. Properties		75
Item 4. Security Ownership of Certain Beneficial Owners and Management		75
Item 5. Directors and Executive Officers		75
Item 6. Executive Compensation		80
Item 7. Certain Relationships and Related Transactions, and Director Independence		81
Item 8. Legal Proceedings		91
Item 9. Market Price of and Dividends on the Registrant’s Common Equity And Related Stockholder Matters		91
Item 10. Recent Sales of Unregistered Securities		98
Item 11. Description of Registrant’s Securities to Be Registered		98
Item 12. Indemnification of Directors and Officers		104
Item 13. Financial Statements and Supplementary Data		104
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		105
Item 15. Financial Statements and Exhibits		105

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Glossary of Terms

Unless the context otherwise requires, when used in this Registration Statement, the following terms shall have the meanings set forth below.

“Adviser” means Invesco Advisers, Inc.

“Adviser Commitment Fee” means that certain fee that the Company pays the Adviser for 50% of any commitment fee charged to borrowers in connection with the origination of each new loan.

“Advisory Agreement” means that certain Amended and Restated Advisory Agreement, by and among, the Company, Invesco Commercial Real Estate Finance Investments, LP and the Adviser, dated as of May 5, 2023.

“Affiliated Fund” means the commingled investment funds managed by the Adviser or its affiliates, including any related successor funds, alternative vehicles, supplemental capital vehicles, seed funds, and co-investment vehicles.

“Asset Specific Financing” means a credit facility utilized the Company for the purpose of financing a pre-identified Credit Asset.

“Average Invested Assets” means, for a specified period, the average of the aggregate book value of the Investments of the Company invested, directly or indirectly, in equity interests in and loans secured by real estate, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“Benefit Plan Investors” means investors which are subject to the fiduciary provisions of ERISA or the prohibited transaction rules of Section 4975 of the Code.

“Board” means the board of directors of the Company.

“Borrower” means a property-owning entity.

“Borrowing Costs” means the fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of our credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs).

“Bylaws” means the bylaws of the Company.

“Canyon” means Canyon Partners Real Estate.

“Capright” means Capright Property Advisors, LLC.

“Cause” means material breach of the Advisory Agreement (which is not cured within 30 days), fraud, criminal conduct, conviction of a felony, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser under the Advisory Agreement.

“CDO” means collateralized debt obligations.

“CFTC” means the U.S. Commodity Futures Trading Commission.

“Charter” means the Company’s Articles of Amendment and Restatement as amended or restated.

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“Chatham” means Chatham Financial Corp.

“Class” means a class of the Company’s Shares.

“Client Investment Vehicle” means investment vehicles formed to permit certain investors to invest in the Company or in multiple Invesco-sponsored products.

“CLO” means collateralized loan obligations.

“CMBS” means commercial mortgage-backed securities.

“Code” means the Internal Revenue Code of 1986.

“Common Shares” means the following four shares of common stock of the Company: Class S Shares, Class D Shares, Class I Shares, and Class E Shares.

“Company” means Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation.

“Company-Level Facilities” means credit facilities of the Company that are used to pay fees and expenses, finance investment activity and bridge Portfolio-Level Financing Arrangements. They are not included in the Company’s leverage ratio calculations because they are intended to be used as short-term cash management tools; provided, however, that any amounts outstanding under a Company-Level Facility for more than twelve (12) months will be included in the leverage ratio calculation until such amounts are repaid.

“Continuous Offering” means the continuous, unlimited private placement offering of Common Shares to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act), made pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws.

“CRE Debt Securities” means investment grade, public and/or private commercial real estate debt securities.

“CRE OpCos” means operating companies in the business of or related to commercial real estate credit.

“Credit Assets” means loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate.

“Credit-Focused Accounts” means accounts advised by Invesco Real Estate which are primarily pursuing real-estate related lending opportunities in the United States.

“Dealer Manager” means Invesco Distributors, Inc.

“Dealer Manager Agreement” means that certain Dealer Management Agreement, by and among, the Company, Invesco Distributors, Inc. and Invesco Advisers, Inc., dated as of May 5, 2023.

“Debt Securities” means CRE Debt Securities and Non-CRE Debt Securities, which may also include government sponsored debt.

“Direct Leverage” means debt-on-debt/warehouse facilities and securitizations including but not limited to Warehouse Facilities, Asset Specific Financing and Term Loan Financing.

“Dodd-Frank” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ESG” means environmental, social, and governance.

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“EU” means the European Union.

“Excess Amount” means the amount of Operating Expenses during the previous four consecutive fiscal quarters in excess of the greater of 2.0% of Average Invested Assets or 25.0% of Net Income during such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FIRPTA” means the Foreign Investment in Real Property Tax Act of 1980, as amended.

“FTI” means FTI Consulting, Inc.

“IHCL” means Invesco Holding Company Limited.

“Independent Valuation Adviser” means independent valuation advisors. As of the date of this Registration Statement, these Advisers are Chatham and Capright.

“Interested Party” means a client of the Adviser or an entity that has a financial or other interest in Invesco Ltd., the parent company of the Adviser, or in any of its affiliates.

“Invesco” means Invesco Ltd.

“Invesco Real Estate” means the real estate investment center of the Adviser.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Investments” means any Credit Assets or other investments by the Company, directly or indirectly, in property, real property, real estate-related assets or other assets.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Junior Tranche” means the B-note or mezzanine loan of the Credit Assets.

“Leverage Limitation” means a leverage ratio of 65%, where “leverage ratio” is measured by dividing (x) the sum of the Company’s outstanding liabilities under its Direct Leverage strategies, by (y) the aggregate value of the underlying collateral securing the loans in the Company’s portfolio that are not subordinated loans at the time that such leverage is incurred.

“LIBOR” means the London interbank offered rate.

“LTV” means loan-to-value.

“Management Fee” means the fee that Adviser receives from the Company, which is equal to 1.0% per annum of the NAV with respect to Class S Shares, Class D Shares and Class I Shares, calculated monthly in arrears based on the month-end NAV of the month immediately preceding the date on which the Management Fee is calculated, and payable quarterly in arrears.

“MBS” means mortgage-backed securities.

“MGCL” means the Maryland General Corporation Law.

“NAV” means the net asset value.

“Net Income” means for any period, our total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Investments.

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“Non-CRE Debt Securities” means debt securities that are not real estate-related securities.

“Operating Expense Commencement Date” means March 31, 2024.

“Organization and Offering Expense Commencement Date” means March 31, 2024.

“Other Invesco Accounts” means the collective investment funds, REITs, vehicles, separately managed accounts, products or other similar arrangements sponsored, advised, or managed by the Adviser or one of its affiliates, including the Affiliated Funds, whether currently in existence or subsequently established (in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, seed funds, co-investment vehicles, vehicles formed to co-originate loans, and other entities formed in connection with the Adviser or its affiliates side-by-side or additional general partner investments with respect thereto).

“Performance Fee” means the fee that the Adviser is paid based on the value of our portfolio of investments as determined in connection with our determination of NAV, which is calculated by the Adviser in accordance with our valuation guidelines.

“Performance Fee Income” means the calculation of net income (determined in accordance with U.S. GAAP) allocable to such class of Shares adjusted as follows: (i) prior to the Organization and Offering Expense Commencement Date, net income will exclude organization and offering expenses advanced by the Adviser during the relevant period and (B) prior to the Operating Expense Commencement Date, net income will exclude operating expenses (including Borrowing Costs) advanced by the Adviser during the relevant period or (ii) after the Organization and Offering Expense Commencement Date and the Operating Expense Commencement Date, as applicable, the calculation of net income will include: (A) organization and offering expenses previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (B) operating expenses (including Borrowing Costs) previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (C) organization and offering expenses incurred on or after the Organization and Offering Expense Commencement Date, with the exception of upfront selling commissions, dealer manager fees and stockholder servicing fees incurred during the calendar year period (or partial period); and(D) operating expenses (including Borrowing Costs) incurred on or after the Operating Expense Commencement Date during the calendar year period (or partial period).

“Portfolio Level-Financing Arrangements” includes Direct Leverage and Structural Leverage.

“Ramp-Up Period” means the period prior to the time that we have raised substantial offering proceeds and acquired a broad portfolio of Credit Assets.

“Registration Statement” means this General Form for Registration of Securities on Form 10 pursuant to the Securities Exchange Act of 1934.

“REIT” means real estate investment trust.

“REO” means real-estate owned.

“Revolving Credit Agreement” means that certain Revolving Credit Agreement dated as of October 27, 2022, by and between Invesco Realty, Inc. and the Company, that issued a loan for the maximum aggregate amount of $30,000.

“RIG” means REIT Investment Group, LLC.

“SEC” means the Securities and Exchange Commission.

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“SEC Proposed Rule” means the new rules and amendments to the Investment Advisers Act of 1940 that the SEC voted on in February 2022 that specifically relate to registration advisers and their activities with respect to certain private funds.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Tranche” means the A-note portion of the of the Credit Assets.

“Series A Preferred Stock” means the 12.5% Series A Redeemable Cumulative Preferred Stock, $0.01 par value per share.

“Share Repurchase Plan” means the plan whereby stockholders will be able to request that the Company repurchase all or any portion of their Common Shares on a monthly basis, subject to the terms and conditions of the plan.

“Shares” means Common Shares and Series A Preferred Stock.

“SOFT” means the secured overnight financing rate.

“SPE” means special purpose entities.

“Sponsor” means the fund or manager that owns or manages the Borrower.

“Stapled Unit” means a unit consisting of one share of each of the Series A Preferred Stock, Class D Share, Class I Share and Class S Share.

“Structural Leverage” means co-originations and A-note sales.

“Term Loan Financing” means a credit facility utilized by the Company for the purpose of financing a pre-identified pool of Credit Assets.

“Termination Fee” means three times the sum of the average annual Management Fee earned by the Adviser during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination.

“Total Return Per Share” means, with respect to any calendar year and with respect to any class of Common Shares, an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of Shares since the beginning of the calendar year plus (ii) the change in NAV per Share of such class of Shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for Performance Fees with respect to such class of Shares or (z) any applicable Stockholder Servicing Fees.

“U.S. GAAP” means the U.S. generally accepted accounting principles.

“USRPI” means a United States real property interest.

“Valuation Guidelines” means valuation guidelines whose overarching principle is to produce a valuation as of the measurement date that represents a fair and accurate estimate of the price that would be received for the Company’s assets, less liabilities, in an arm’s length transaction between a willing buyer and seller in possession of all material information about the Company’s assets and liabilities.

“Warehouse Facility” means a credit facility utilized by the Company for the purpose of financing Credit Assets.

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Explanatory Note

Invesco Commercial Real Estate Finance Trust, Inc. is filing this General Form for Registration of Securities on Form 10 (this “Registration Statement”), pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless the context indicates otherwise, all references in this registration statement to “we,” “us,” “our,” or “the Company” refers to Invesco Commercial Real Estate Finance Trust, Inc.

We have filed this Registration Statement with the Securities and Exchange Commission (the “SEC”) under the Exchange Act on a voluntary basis to provide current information to holders of our common stock.

Once this registration statement is deemed effective, we will be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(b) of the Exchange Act.

We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”).

Cautionary Note Regarding Forward-Looking Statements

This Registration Statement contains forward-looking statements about our business and prospects, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate, and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our plans, strategies and objectives, which we consider to be reasonable, will be achieved.

You should carefully review the section entitled “Risk Factors” for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, including (but not limited to), as a result of new information and future events.

Item 1. Business

General

Invesco Commercial Real Estate Finance Trust, Inc. is a Maryland corporation formed on October 27, 2022, sponsored by Invesco Ltd. (“Invesco”) and managed by Invesco Advisers, Inc. (the “Adviser”), a subsidiary of Invesco. We are structured as a non-exchange traded, perpetual-life real estate investment trust (“REIT”), and therefore our securities are not listed on a national exchange, and as of the date of this Registration Statement there is no plan to list the securities on a national exchange.

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Our primary investment strategy is to originate, acquire, and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate (the “Credit Assets”). To a lesser extent, we may purchase non-distressed public or private debt securities and invest in operating companies in the business of or related to commercial real estate credit.

We intend to qualify as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the tax year ended December 31, 2023. We expect to invest substantially all of our assets through Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership and a wholly-owned subsidiary of the Company (the “Operating Partnership”), and through one or more special purpose entities (“SPEs”), formed to hold investments and carry out our investment strategies. We have four classes of shares of common stock: Class S Shares, Class D Shares, Class I Shares, and Class E Shares (together, the “Common Shares”). Our board of directors has also classified and designated 125 shares of 12.5% Series A Redeemable Cumulative Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock” and together with the Common Shares, the “Shares” and each class of such Shares, a “Class”).

We are not registered, do not intend to register or be required to register, as an investment company under the Investment Company Act. We intend to conduct our operations, directly and through wholly or majority-owned subsidiaries or other controlled entities, so that we and each of our subsidiaries are not required, as such requirements have been interpreted by the SEC staff, to be registered as an investment company under the Investment Company Act. Under Section 3(a)(1)(A) of the Investment Company Act, a company is deemed to be an “investment company” if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities.

As a result of the restrictions of the Investment Company Act, we will be limited in the types of assets we acquire and hold and the manner in which we hold them. For example, Investment Company Act restrictions will limit our ability to acquire mortgage-backed securities that represent less than the entire ownership in a pool of mortgage loans, debt and equity tranches of certain securitizations, certain asset-backed securities and real estate companies, and non-real estate-related assets. In addition, we may be unable to dispose of assets that we would otherwise want to sell and may need to sell assets that we would otherwise wish to retain. In addition, we may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forego opportunities to acquire interests that we would otherwise want to acquire. Further, although we intend to monitor our portfolio periodically and prior to each investment acquisition and disposition, there can be no assurance that we will be able to maintain an exception from, or otherwise avoid falling within, the definitions of investment company under the Investment Company Act.

We adopted a Share Repurchase Plan (the “Share Repurchase Plan”) whereby stockholders will be able to request that we repurchase all or any portion of their Common Shares on a monthly basis, subject to the terms and conditions of the Share Repurchase Plan, although we are not obligated to repurchase any Shares and may choose to repurchase only some, or even none, of the Common Shares that have been requested to be repurchased in any month in our discretion. Our ability to fulfill such repurchase requests will be subject to a number of limitations. As a result, Share repurchases may not be available each month. Under our Share Repurchase Plan, to the extent we choose to repurchase Shares in any month, we will only repurchase Shares as of the opening of the last calendar day of that month. Repurchases will be made at the Share transaction price in effect as of the opening of the last calendar day of that month, except that Shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price. The total amount of aggregate repurchases of Common Shares is limited to no more than 2% of our aggregate NAV per month and no more than 5% of our aggregate NAV per calendar quarter.

Invesco Real Estate

Invesco Real Estate is the real estate investment center of the Adviser. Established in 1983, Invesco Real Estate currently has 21 offices across 16 countries and over 500 employees worldwide. As of December 31,

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2022, Invesco Real Estate manages approximately $91.4 billion in real estate investments on behalf of investors globally. Invesco Real Estate has originated approximately $15.4 billion of real estate credit transactions since 2011 in North America, and has established in-house expertise in credit originations, structuring, and financing.

Investment Objectives

Our investment objectives are the following:

• To provide stockholders with stable, current income in the form of monthly distributions;

• To protect invested capital by maintaining credit standards, a disciplined credit mandate, a risk-based approach to balance sheet management and through proactive management of the portfolio; and

• To create portfolio diversification by investing across different markets and property types, avoiding excess sponsor/borrower concentration, and by originating, acquiring, and managing different types of mortgages and other loans.

We cannot assure you that we will achieve our investment objectives. See the section entitled “Risk Factors” for more detailed descriptions of the risks related to investment in the Company.

As of the date of this Registration Statement, we have invested $157.4 million in two commercial real estate loans. We financed our investments with borrowings under our revolving credit facility and repurchase agreements.

To deploy our investment strategy, we may invest on a selective basis in co-investments with other clients advised by Invesco, joint ventures, and in Affiliated Funds with a commercial real estate strategy. “Affiliated Funds” are commingled investment funds managed by the Adviser or its affiliates, including any related successor funds, alternative vehicles, supplemental capital vehicles, seed funds, and co-investment vehicles. If we invest in Affiliated Funds, we expect to bear or pay management fees, performance fees and/or transaction fees to the Adviser or affiliates of the Adviser as well as operating expenses as a result of any investment in an Affiliated Fund. Any such investment will be subject to prior approval by the Company’s board of directors (the “Board”).

Invesco’s Investment

An affiliate of Invesco has committed to purchase $150,000,000 in Common Shares, which may be funded over time. Invesco’s affiliate may not submit the Shares it purchases for repurchase pursuant to the Share Repurchase Plan until the earlier of the fifth anniversary of the date that the affiliate made such commitment and the date that our aggregate NAV is at least $1.5 billion, and any such repurchase request may be accepted only after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the $150,000,000 in Common Shares acquired by Invesco’s affiliate at any time at a per Share price equal to the most recently determined NAV per Share for the applicable Class (or another transaction price we believe reflects the NAV per Share more appropriately than the prior month’s NAV per Share). Notwithstanding anything herein to the contrary, Invesco’s affiliate has agreed that it will hold the Shares issued to such affiliate representing its initial $200,000 of investment for so long as the Adviser or its affiliate acts in an advisory capacity to us.

Real Estate Investment Trust

We intend to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2023.

In general, a REIT is a company that:

• combines the capital of many investors to acquire or provide financing for real estate assets;

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• satisfies the various requirements of the Code, including a requirement to distribute to stockholders at least 90% of its REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) each year; and

• is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its stockholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and stockholder levels) that generally results from investments in an entity that is taxed as a corporation for U.S. federal income tax purposes.

Exchange Listing and Term of the Company

We are structured as a non-exchange traded, perpetual-life REIT. A “non-exchange traded REIT” is a REIT whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual life REIT” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the REIT monthly on a continuous basis at a price generally equal to the REIT’s prior month’s NAV per share, plus any applicable upfront selling commissions and dealer manager fees.

The Common Shares generally differ from shares of REITs that are listed for trading on a stock exchange in a number of ways, including:

• Shares of exchange-traded REITs are priced by the trading market, which is influenced generally by numerous factors, not all of which are related to the underlying value of the entity’s assets and liabilities. Whereas, the estimated value of our assets and liabilities will be used to determine our NAV rather than the trading market.

• An investment in the Common Shares has limited or no liquidity. We expect to provide limited liquidity through our Share Repurchase Plan. Our Share Repurchase Plan may be modified or suspended at any time. In contrast, an investment in an exchange-traded REIT is a liquid investment, as shares of an exchange-traded REIT can be sold on an exchange.

• Exchange-traded REITs may be self-managed, whereas our operations are managed by the Adviser.

Borrowings

We expect to finance the Credit Assets through one or more Portfolio Level-Financing Arrangements. We will seek to maintain a target level ratio of 50% to 65% of the aggregate value of the underlying collateral for senior Credit Assets. We do not intend to incur Direct Leverage with respect to subordinated Credit Assets. Notwithstanding the foregoing, the Adviser may exceed the maximum leverage ratio of 65% during the period prior to the time that we have raised substantial offering proceeds and acquired a broad portfolio of Credit Assets (the “Ramp-Up Period”).

Subject to the limited exceptions described below, the Adviser will not, without the approval of the Board, cause the Company to incur new Direct Leverage if such incurrence would result in the leverage ratio exceeding 65% (the “Leverage Limitation”). There is no limit on the amount of leverage we may borrow with respect to any individual Credit Asset or portfolio of loans.

As used herein, “leverage ratio” is measured by dividing (x) the sum of our outstanding liabilities under our Direct Leverage strategies, by (y) the aggregate of the underlying collateral securing the loans in our portfolio that are not subordinated loans at the time such leverage is incurred. The value of the collateral underlying a Credit Asset is calculated as of the date on which the loan (or another instrument) is extended to the borrower.

Any refinancing of existing indebtedness will not be deemed to constitute incurrence of new Direct Leverage for purposes of the Leverage Limitation so long as the principal amount of Direct Leverage outstanding immediately after giving effect to the refinancing does not exceed the principal amount outstanding immediately prior to the refinancing.

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We also may use Company-level credit facilities (“Company-Level Facilities”) to pay fees and expenses, finance investment activity and bridge Portfolio-Level Financing Arrangements. Company-Level Facilities are not included in our leverage ratio calculations because they are intended to be used as short-term cash management tools; provided, however, that any amounts outstanding under a Company-Level Facility for more than twelve (12) months will be included in the leverage ratio calculation.

For a discussion of the risks associated with our use of leverage, see the section entitled “Risk Factors.”

Related Invesco Accounts

U.S. Investment Opportunities

Invesco expects there to be sufficient investment opportunities for us within the investment guidelines because of the scale of the U.S. real estate market. We expect there will be overlap of opportunities, however, with certain Other Invesco Accounts (as defined below) that are actively investing, and possible overlap with future Other Invesco Accounts in the U.S. market. This overlap will from time to time create conflicts of interest, which the Adviser will seek to manage in a fair and equitable manner for the Adviser’s clients over time, while balancing the needs of such clients to complete transactions on a cost-effective and timely basis, and in accordance with the Adviser’s then-prevailing policies and procedures for U.S. opportunities. These procedures currently provide that we and Other Invesco Accounts advised by Invesco Real Estate which are primarily pursuing real-estate related lending opportunities in the United States (“Credit-Focused Accounts”) will receive priority for eligible investment opportunities on Invesco Real Estate’s debt log and that, subject to limited exceptions set forth in the applicable allocation policy, such opportunities will be rotated between us and other Credit-Focused Accounts unless we or the other Credit-Focused Account waives such opportunities (the Adviser’s client securing an opportunity is rotated below the client not securing such opportunity, including among the relevant Credit-Focused Accounts, except in limited circumstances). This process is completed in advance of the final Investment Committee meeting. To the extent that all Credit-Focused Accounts pass on an opportunity, Other Invesco Accounts not qualifying as a Credit-Focused Account will have access to the opportunity in accordance with the debt log and relevant allocation policies and procedures of the Adviser. Follow-on transactions with the same borrower on the same collateral or future transactions with the same sponsor that are cross-collateralized with one or more existing loans made by a client on the debt log will be first offered to the client which captured the initial transaction and, if secured by such client, will not necessitate rotation to the bottom of the client’s relative position on the log. Invesco Real Estate clients seeking a co-investment on an opportunity may use their position on a particular rotation log for a transaction as long as they can meet the timing and other relevant conditions for such transaction. In determining a co-investment partner among other Invesco Real Estate clients, if applicable, the rotation log policies and procedures will apply. There are exceptions to the use of the specific rotating basis for allocation, including that investment opportunities that are part of a client strategy to assemble like properties with a clearly defined and agreed-upon strategic and/or geographic focus may be allocated to the applicable client, discretionary capital sources may be given priority for investment sources for which a discretionary capital source is preferred, and investments that are part of a programmatic strategy between client and an operating partner will be allocated to the applicable client, in each case, regardless of the position of such clients in the rotation log. We will be included in the rotation log of Invesco Real Estate for debt/origination opportunities.

Waiver of such investment opportunities by us and other Credit-Focused Accounts will be subject to the following general considerations: (1) our investment objectives and those of such Credit-Focused Accounts; (2) the sourcing and timing of the transaction; (3) the size and nature of the investment; (4) the relative amounts of capital available for investment by us and such Credit-Focused Account; (5) the expected return profile, maturity profile, leverage profile, risk profile, and other features of the applicable investment opportunity and its impact on portfolio concentration and diversification; (6) any structural and operational differences between us and such other Credit-Focused Account and any applicable investment limitations (including, without limitation, exposure limits, hedging limits and diversification considerations) of ours and such other Credit-Focused

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Account, investment limitations, parameters or contractual provisions of ours and such other Credit-Focused Account; (7) the eligibility of us and such other Credit-Focused Account to make such investment under applicable laws; (8) any other applicable tax, accounting, legal, regulatory, compliance or operational considerations deemed relevant by the Adviser and its affiliates including, without limitation, maintaining our qualification as a REIT and our status as a non-investment company under the U.S. Investment Company Act of 1940 (the “Investment Company Act”); and (9) any other requirements contained in our corporate governance documents and those of such other Credit-Focused Accounts and any other considerations deemed relevant by the Adviser, Invesco and their affiliates in good faith. The Board is responsible for ensuring that the allocation methodology described above is applied fairly to us.

Non-U.S. Investment Opportunities

For non-U.S. opportunities, the Adviser’s affiliates, who are SEC-registered investment advisers (where registration does not imply any certain level of skill or training) or exempt reporting advisers, will allocate opportunities to us and Other Invesco Accounts investing in non-U.S. opportunities in what the Adviser’s affiliates believe are a fair and equitable manner over time, such decisions made at the relevant affiliates’ discretion while balancing the needs of such clients to complete transactions on a cost-effective and timely basis, and in accordance with the Adviser’s affiliates’ then-prevailing policies and procedures for non-U.S. opportunities. Such processes use a conflicts log that is designed to allocate opportunities to clients based on the order of their priority on the log when a conflict between two eligible clients arises.

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Structure:

The following chart shows our current ownership structure including the Operating Partnership:

Board of Directors

We will operate under the direction of the Board. We currently have seven directors, four of whom have been determined to be independent of us, the Adviser, Invesco and their affiliates. The independent directors are responsible for reviewing the performance of the Adviser and approving the compensation paid to the Adviser and its affiliates. The directors are elected annually by our stockholders. The names and biographical information of the directors are provided under “Directors and Executive Officers.”

Business Strategy Overview

To accomplish our investment objectives, we will primarily seek to originate, acquire, and manage Credit Assets. We expect that we will generally structure these Credit Assets as whole loans, B-notes, mezzanine loans, and/or debt-like preferred equity. Proceeds may be used by the Borrower or Sponsor for property acquisitions, refinancings, recapitalizations, repositioning or other purposes.

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Central to our investment strategy is a focus on “credit over yield,” meaning that we will seek to make loans: (1) to experienced Sponsors seeking loans for commercial real estate properties, which are located in areas or regions that we believe to be liquid, (2) at leverage levels that we believe can be supported by the collateral, (3) generally at floating rates, and (4) primarily for business plans that seek to prioritize capital preservation over what we believe to be potentially excessive risk.

We expect to primarily originate, acquire, and manage Credit Assets that are secured or backed by real estate located in North America, however up to 30% of our assets (calculated at the time the transaction closes) may be invested in Europe and the Asia-Pacific region.

We expect to originate, acquire, and manage loans on properties within a broad range of commercial property types primarily in properties within sectors where Invesco Real Estate has sector convictions and bolstered by the team’s experience through various economic cycles. Specific sector convictions may change over time as market conditions change and different Credit Asset and other real estate related credit investment opportunities become available.

We may also engage in other activities as part of our overall strategy, as described below:

• Debt Securities: To a lesser extent, we may purchase non-distressed public or private debt securities. We may make investments in investment grade, public and/or private commercial real estate debt securities (“CRE Debt Securities”) and debt securities that are not real estate (“Non-CRE Debt Securities” and collectively with CRE Debt Securities, “Debt Securities”), which may include government sponsored debt.

• CRE OpCos: On a selective basis, we may invest in operating companies in the business of or related to commercial real estate credit through debt or equity investment.

• Derivatives: In the ordinary course of business, we may hedge interest rate and foreign currency exposure with derivative financial instruments.

There can be no assurance that we will be able to implement our investment strategy or achieve our investment objectives.

Credit Assets

Credit Assets are the loans made by us secured by or related to commercial real estate and primarily structured as whole loans, B-notes, mezzanine loans, and/or debt-like preferred equity as described below.

Whole Loans

We originate, purchase and manage whole loans (or interests in whole loans) secured by first mortgage liens on commercial real estate, which provide financing to Sponsors or Borrowers. Whole loans are single issuance loans usually in an amount up to 80% of the underlying value of the collateral (“loan-to-value” or “LTV”). We may bifurcate this loan into a senior tranche, known as the A-note (“Senior Tranche”), and a junior tranche, known as the B-note or mezzanine loan (“Junior Tranche”) with the intention of selling the Senior Tranche and retaining the Junior Tranche. The Senior Tranche will usually comprise the first 50% to 65% of the LTV of such Credit Asset, and the Junior Tranche will represent the remaining, subordinated amount of the whole loan. In the event of a Borrower default, a whole loan generally will be paid off before other forms of debt or equity of the Borrower that are outstanding. When the whole loan is divided into a Senior Tranche and Junior Tranche structure, the Senior Tranche will receive priority of payment before the Junior Tranche is paid.

B-Notes

We may originate, purchase and manage B-notes, which are typically privately negotiated loans that are secured by first lien mortgages on a single commercial property or groups of related commercial properties and

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subordinated to A-notes secured by prior positions in the same first lien mortgages on the same property or groups of properties. The subordination of a B-note typically is evidenced by a co-lender agreement with the holder of the related A-note. A B-note is subject to more credit risk with respect to the underlying mortgage collateral than the corresponding A-note.

Mezzanine Loans

We may originate, purchase and manage mezzanine loans, which are loans made to Sponsors that are secured by pledges of their equity ownership interests in the entity holding the underlying real property. Mezzanine loans are junior to whole loans (both A-notes and B-notes) and first mortgage loans, which are secured by first or second mortgage liens (collectively referred to as senior loans), but are senior to the equity ownership interest. Upon default, we can foreclose on the equity ownership interests pledged and hold equity ownership of the commercial real estate subject to performance on the senior mortgage loans.

Preferred Equity

We may choose to structure an investment as preferred equity that contains debt-like features. Preferred equity generally ranks junior to all existing and future indebtedness, including senior and mezzanine loans, but ranks senior to the Borrower’s common equity. Preferred return payments are similar to interest payments in that they are paid from cash flows. If cash flows are unavailable for these payments, the interest may accrue over time adding to the principal amount to be repaid. Upon default, we can exercise control and may take ownership of the commercial real estate subject to performance on the senior mortgage loans.

Loan Terms

In seeking to achieve our investment objectives, we will generally target the following qualifications and terms when originating, structuring, and evaluating Credit Assets. Actual loan terms will be subject to the prevailing market standards at the time the loan is extended, and the terms listed in this section may not ultimately be obtained:

• Sponsor Qualifications – We will seek to identify Borrowers with strong sponsorships that we believe have solid credit histories, a demonstrated loan repayment history, and access to capital.

• Loan Amounts – We will seek to lend 65% to 75% of the collateral value for individual Credit Assets, but will not exceed 80% of the LTV on any individual Credit Asset, and a maximum 75% portfolio LTV ratio on our portfolio as a whole.

• Interest Rate – Credit Assets targeted by us generally will be subject to floating interest rates, which the Adviser believes will generally allow stockholders to benefit from a rising interest rate environment while simultaneously providing a hedge against inflation. Floating interest rate loans will generally be structured with interest rate floors, and Borrowers will typically be required to purchase interest rate caps. Fixed rate financing may also be utilized in certain circumstances.

• Term – Credit Assets targeted by us generally will be short-term, typically ranging in length from 3-5 years with one-year extension options. Credit Asset maturities will generally align with other property-level financing, if any, and will consider business plan execution and exit timing for each transaction.

• Downside Protection – We will seek terms that incorporate one or more structural elements designed to preserve and protect investor capital, which may include reserves, cash flow sweeps/lockboxes, holdbacks/earn-outs, non-recourse carve-outs, and Sponsor guarantees, among other elements.

• Collateral – The Credit Assets targeted by us will be secured or backed by high-quality commercial real estate properties that are (1) predominantly “core-plus” risk profiles (although core and high yield credit profiles will also be considered), (2) typically located in areas or regions that we believe to be liquid, and (3) in property-type sectors in which we have high conviction, as described in more detail below.

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• Fees – Market conditions permitting, we will seek to structure fees related to commitment (or origination), extension, modification and exit that will be payable by the Borrowers.

Risk Profile

We expect to make loans on commercial real estate with profiles that the Adviser believes span the risk/return spectrum. We will primarily target commercial real estate with a core plus (moderate risk) profile, but we may also originate or acquire commercial real estate loans with core (lower risk) and high yield (higher risk) profiles.

Core - Lower risk investment style (otherwise known as investment grade) secured by properties with stable cash flows without significant near-term lease expirations or material renovations needed.

Core Plus - Moderate risk profile such as (1) loans secured by transitioning properties requiring leasing and/or moderate renovations, (2) modest leverage on senior loans (typically 50% to 65% LTV), (3) subordinate debt investments, or (4) construction loans limited to properties in strong markets with experienced Sponsors.

High Yield - Higher risk and return metrics for investments such as: (1) transitional loans secured by properties requiring significant development or repositioning, (2) higher leverage mezzanine debt and preferred equity (typically 75% to 80% LTV), (3) construction loans at varying leverage levels, (4) riskier borrower profiles, and (5) distressed debt.

Market & Sector Selection

We will seek to originate, acquire, and manage a diverse portfolio of Credit Assets secured by commercial real estate properties in property type and market combinations where the Adviser believes fundamentals support the basis of each loan, the property business plan execution, and an ability to be repaid all proceeds within the stated loan term and/or extensions.

We will seek to leverage the market knowledge embedded within Invesco Real Estate’s platform since its inception over 40 years ago. Invesco Real Estate will utilize its data science capabilities and review information derived from top-down economic data and bottom-up property-level data to seek to identify what it believes to be the best performing market and sector combinations.

Market Selection

We will primarily seek to originate, acquire, and manage Credit Assets that are secured or backed by real estate located in North America. We may selectively diversify our portfolio on a global basis through Credit Assets secured or backed by properties located within specific countries in Europe (European Union, Norway, United Kingdom, and Switzerland) and the Asia-Pacific region (Australia, New Zealand, Japan, South Korea, Hong Kong, and Singapore) up to 30% of our assets, calculated at the time the transaction closes.

Sector Selection

Generally, we will seek to originate, acquire, and manage loans within a broad range of commercial property types primarily in, but not limited to, multifamily, single-family rental, senior housing, industrial, industrial outdoor storage, self-storage, life science, and select lifestyle and grocery anchored retail, and to a lesser extent ground leases, net leases, medical office, cold storage, data centers, manufactured housing, and other specialty product types. Specific sector selections may change over time as market conditions change and different opportunities become available.

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Financing Arrangements

We use leverage to provide additional funds to support our investment activities. In addition to our subscription facility or other Company-Level Facilities we may enter into, we expect to incur indebtedness through the financing arrangements described below:

1. Structural Leverage: We may elect to reduce our position in the whole loans through co-origination or A-note sales, which will eliminate our exposure or liability associated with the Senior Tranche of the loan, as described below:

• Co-Origination: We may co-originate a whole loan in conjunction with a senior lender and simultaneously close on the Junior Tranche. This structure allows for matched-term and generally non-recourse financing of the portfolio, without cross-collateralization.

• A-note Sales: We may split a whole loan into two pieces (Senior Tranche / Junior Tranche) and sell the Senior Tranche to a third-party. This structure allows for matched-term and generally non-recourse financing, without cross-collateralization.

2. Direct Leverage: We may elect to borrow against our credit assets through the kinds of arrangements described below:

• Loan Facilities:

➣ Warehouse Facility – a credit facility, such as a repurchase agreement, used by us for the purpose of financing Credit Assets. Defining characteristics generally include: non-match term, credit based margin calls, partial recourse, and cross collateralization with other Credit Assets on the same Loan Facility.

➣ Asset Specific Financing (Debt-on-Debt) – a credit facility used by us for the purpose of financing a pre-identified Credit Asset. Defining characteristics generally include: match term, no margin call rights, partial to no recourse, and no cross collateralization with other Credit Assets.

➣ Term Loan Financing (Debt-on-Debt) – a credit facility used by us for the purpose of financing a pre-identified pool of Credit Assets. Defining characteristics generally include: match term, no margin call rights, partial to no recourse, and cross collateralization with other Credit Assets on the same Loan Facility.

• Securitization: We may choose to contribute all or a subset of the Credit Assets in the portfolio to an asset-backed securitized offering, such as a commercial real estate collateralized loan obligation, commercial mortgage-backed securities (“CMBS”), or some other structured finance vehicle. Defining characteristics generally include: match term, no margin call rights, no recourse, and cross collateralization with other Credit Assets on the same securitization.

There is no limit on the amount we may borrow with respect to any individual Credit Asset or a sub-portfolio of Credit Assets. Our target leverage ratio after the Ramp-up Period is approximately 50-65%. After the Ramp-Up Period, our investment guidelines limit our maximum leverage ratio to 65%.

“Leverage ratio” is measured by dividing (x) the sum of our outstanding liabilities under our Direct Leverage strategies, by (y) the aggregate value of the underlying collateral securing the loans in our portfolio that are not subordinated loans at the time that such leverage in incurred. We will not place debt on subordinated loans or Junior Tranche positions in the portfolio.

Company-Level Facilities are not included in the leverage ratio calculation because they are intended to be used as short-term cash management tools; provided that any Company-level credit facility outstanding more than twelve months will be included in the leverage ratio calculation.

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Debt Securities

We may invest up to 10% of our assets in Debt Securities as part of our investment strategy. Investments in Debt Securities are designed to supplement current income of our Credit Assets through the purchase of non-distressed public or private debt securities as described in more detail below.

We intend to invest in liquid CRE Debt Securities focused on non-distressed, investment grade, public and private real estate-related debt securities, including, but not limited to, CMBS, corporate bonds, mortgage loans, real estate mortgage investment conduits, and other forms of debt, mezzanine and preferred equity. Although our CRE Debt Securities portfolio will principally be comprised of securities in which the underlying properties are located in the United States, we may selectively diversify our portfolio on a global basis through Debt Securities in which the underlying properties are located outside the United States.

We may also purchase Non-CRE Debt Securities, including but not limited to, U.S. government securities including bills, notes and bonds issued or guaranteed by the U.S. Treasury, U.S. government agencies or instrumentalities, non-U.S. government securities, certificates of deposit issued against funds deposited in a bank or a savings and loan association, commercial paper, bankers’ acceptances, fixed time deposits, shares of money market funds, credit-linked notes, repurchase agreements with respect to any of the foregoing, or any other fixed income securities that the Adviser considers consistent with this strategy.

Operating Companies

On a selective basis, we may invest directly in operating companies in the business of or related to commercial real estate credit (referred to herein as CRE OpCos). We may invest in CRE OpCos through private debt or equity offerings.

Ramp-Up Period

The Adviser may deviate from the target ratios during the Ramp-Up Period. During the Ramp-Up Period, the Adviser will balance the goal of achieving our portfolio allocation targets with the goal of carefully evaluating and selecting investment opportunities to maximize risk-adjusted returns. When the Adviser determines that the Ramp-Up Period has ended, the Adviser will notify the Board and provide its reasoning for the decision. If the Board does not object to the Adviser’s conclusion that the Ramp-Up Period has concluded, then within thirty days after the Adviser’s notice to the Board that the Ramp-Up Period has concluded, the Ramp-Up Period will be deemed to have concluded and the Adviser will be expected to maintain the foregoing portfolio allocations, maximum leverage ratio described below, and all other investment restrictions here. The Adviser may also deviate from the target ratios during other periods in which the Adviser determines that economic or market conditions are unfavorable for us. In the event the Adviser makes such determination, the Adviser will notify the Board and the Board may object to such deviations.

Valuation Policy

The overarching principle of our valuation guidelines is to produce a valuation as of the measurement date that represents a fair and accurate estimate of the price that would be received for our assets, less our liabilities, in an arm’s length transaction between a willing buyer and seller in possession of all material information about our assets and liabilities. Under the direction of the Board, these valuation guidelines (“Valuation Guidelines”) will be administered by the Adviser, with the assistance of one or more independent valuation advisors (each an “Independent Valuation Adviser” and collectively, the “Independent Valuation Advisers”) that will provide valuations of certain assets and liabilities as described herein. As of the date of this Registration Statement, we have engaged Chatham Financial Corp. (“Chatham”) and Capright Property Advisors, LLC (“Capright”) as Independent Valuation Advisers.

The calculation of NAV is intended to equal the value of all our assets, including Credit Assets, Debt Securities, cash, receivables and other assets obtained in the ordinary course of business; less our outstanding

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liabilities, including but not limited to Company-Level Facilities and portfolio-level facilities, securitized loans, payables, and other liabilities incurred in the ordinary course of business. NAV will likely differ from the book value of our equity reflected in our financial statements. See the section entitled “Valuation Guidelines” for additional information regarding the methodology for calculating NAV.

The Independent Valuation Advisers will be selected by the Adviser and approved by the Board, including a majority of independent directors. In special situations when, in the Adviser’s reasonable judgment, the administration of these Valuation Guidelines would otherwise result in a valuation that does not represent a fair and accurate estimate of the value of our assets and liabilities or the price that would be received for our Shares in an arm’s length transaction between market participants in an orderly transaction, the Adviser and, to the extent of the Independent Valuation Advisers’ responsibilities with respect to the valuation of our assets and liabilities, the applicable Independent Valuation Adviser, may apply alternative methodologies; provided, however that the Adviser and, if applicable, the applicable Independent Valuation Adviser, will notify the Board of any alternative methodologies utilized and their impact on the overall valuation of our assets and liabilities at the next scheduled meeting.

Each year, the Board, including a majority of the independent directors, will review the appropriateness of these Valuation Guidelines. From time to time, the Board, including a majority of the independent directors, may adopt changes to these Valuation Guidelines if the Board (1) determines that such changes are likely to result in (a) a more accurate reflection of the NAV or (b) a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of the NAV. In its discretion, the Board, including a majority of the independent directors, has the right to engage additional independent valuation firms to confirm the valuation of our assets and liabilities and to assist with the Board’s annual review of these Valuation Guidelines.

Fair market value of our portfolio will be determined as appropriate for each type of investment in our portfolio, in the manner set out in the Valuation Guidelines.

Each valuation report prepared by the Independent Valuation Advisers is addressed solely to us. The Board has delegated to the Adviser the responsibility for monitoring significant events that may materially affect the values of our assets and liabilities for determining whether the existing valuations should be re-evaluated prior to the next scheduled monthly valuation in light of such significant events.

The Board will not be involved in the periodic valuation of our assets and liabilities, but will periodically receive and review such information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility. The Independent Valuation Advisers will report directly to the Board and will not be affiliated with us or the Adviser. The Board, including a majority of the independent directors, may replace the Independent Valuation Advisers at any time. The Adviser, with the approval of the Board, including a majority of the independent directors, may engage additional Independent Valuation Advisers.

Human Capital Management

We have no employees. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Advisory Agreement, and we pay fees associated with such services.

General Corporate Information

Our principal executive offices are located at 2001 Ross Avenue, Suite 3400 Dallas, Texas 75201 and our telephone number at that address is (972) 715-7400.

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Public Information

After this Registration Statement becomes effective, we will file annual, quarterly and current reports, proxy statements and other documents with the SEC. We do not yet have a website. Our SEC filings will be available to the public on the SEC’s website at http://www.sec.gov.

Item 1A. Risk Factors

The following factors and other factors discussed in this Form 10 could cause our actual results to differ materially from those contained in forward-looking statements made in this Registration Statement or presented elsewhere in future SEC reports. Carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this Registration Statement, as well as any reports, amendments, or updates reflected in subsequent filings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually, or in the aggregate, could cause our results to differ materially from expectations and could materially and adversely affect our business, results of operations, prospects, financial condition and liquidity.

Risk Factors Summary

This section summarizes some of the risks potentially affecting our business, results of operations, prospects, financial condition and liquidity. This summary does not address all of the risks that we face and should be read in conjunction with the full risk factors contained below.

Risks Related to Our Organizational Structure

• We have a limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives

• The Adviser acts as an investment adviser for other companies and commingled investment vehicles and therefore will face conflicts of interest with respect to, among other things, the allocation of investment opportunities among us and such other clients and the allocation of time of its investment professionals and the substantial fees we will pay to the Adviser

• The Adviser manages our portfolio pursuant to broad investment guidelines and generally is not required to seek the approval of the Board for each Credit Asset or other investment

• We may change our investment and operational policies without stockholder consent

Risks Related to Investments in Real Estate Credit Assets

• We face risks related to the origination or acquisition of whole loans, including the risk of default or insolvency of the Borrower

• We face creditor risks with respect to our portfolio including (1) the possible invalidation of an investment transaction as a “fraudulent conveyance” under the relevant creditors’ rights laws, (2) so called lender liability claims by the issuer of the obligations and (3) environmental liabilities

• We face risks associated with the nature of mezzanine investments, which has significant leverage ranking ahead of our investments, as we will be restricted in the exercise of our rights in respect of our mezzanine investments by the terms of subordination agreements

• Our investments in Credit Assets may be risky and illiquid due to the absence of an established market for the portfolio of Credit Assets

• B-Notes and A/B structures may pose additional risks that may adversely affect our results of operations

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Risks Related to Investments in Real Estate-Related Debt Securities

• Some of our investments in Debt Securities may become distressed, which would potentially cause a high risk of default and may become illiquid

• We will face “spread widening” risk related to our investment in securities causing the securities prices to fall

Risks Related to Debt Financing

• We may not be able to obtain leverage

• If we draw on a line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target

• We may use repurchase agreements to finance our Credit Assets, CRE Debt Securities and Non-CRE Debt Securities, which may expose us to risks that could result in losses and harm our liquidity

• If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions to our stockholders or cause untimely asset sales to raise cash for balloon payments

Risks Related to our Relationship with the Adviser and its Affiliates

• We will depend on the Adviser and its key personnel

• We depend on the Adviser to select our investments and otherwise conduct our business, and any material adverse change in its financial condition or our relationship with the Adviser could have a material adverse effect on our business and ability to achieve our investment objectives

• The agreements entered into with the Adviser and other affiliates were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party

Risk Related to Conflicts of Interest

• There is a risk in the conflict of interest in the calculation of the Management Fee and Performance Fee by the Adviser in connection with its determination of NAV

• Certain principals and employees may be involved in and have a greater financial interest in the performance of Other Invesco Accounts, and such activities may create conflicts of interest

• Invesco, the Adviser and their affiliates engage in a broad range of activities and such activities may conflict with our interests

• Invesco’s policies and procedures may prevent it from pursuing certain investment opportunities that would be attractive to us

• Investments in Affiliated Funds could result in additional fees to the Adviser

• Conflicts may arise for the Adviser with respect to transactions with Adviser affiliates and other Invesco-related parties

• Access to material, non-public information may restrict the Adviser from conducting certain beneficial transactions on our behalf

• Possible future activities of the Adviser and its affiliates beyond the current range of services provided may give rise to further conflicts of interest

• Our management team may face conflicts in allocating time and resources between various projects

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Risks Related to Our Organizational Structure

We have no operating history and there is no assurance that we will be able to successfully achieve our investment objectives

We are a newly formed entity with no operating history and may not be able to achieve our investment objectives. As of the date of this Registration Statement, we have not originated or acquired any loans or other real estate debt investments and do not have any operations or financing. We cannot assure stockholders that the past experiences of the Adviser and its affiliates will be sufficient to allow us to successfully achieve our investment objectives.

The Adviser acts as investment adviser for other companies and commingled investment vehicles

The Adviser and its principals are not required to devote all of their time to our affairs and may advise and manage other investments and other commingled investment vehicles which are not yet formed. Our performance could be adversely affected by the other professional commitments of such persons.

Stockholders have no right to participate in management of the Company

Stockholders are precluded from active participation in making investment decisions with respect to the Company, and will have no right or power to take part in our management or control of, and therefore must rely solely on the Board and the Adviser to conduct our affairs. Accordingly, no person should purchase our Shares unless such person is willing to entrust all aspects of the management of the Company to the Board and the Adviser.

Past performance of Invesco Real Estate is not indicative of our future results

This Registration Statement includes certain information regarding the backgrounds of Invesco Real Estate’s investment professionals and others associated with the Invesco Real Estate, including information regarding activities of other firms and organizations with which they have been involved. Identifying and originating or participating in attractive Credit Asset investment opportunities is difficult. There is no assurance that our portfolio of Credit Assets will be profitable and there is a substantial risk that our losses and expenses will exceed our income and gains. Any return on investment to the stockholders depends upon the Adviser creating a successful portfolio of Credit Assets on our behalf. Many investment decisions by the Adviser will be dependent upon the ability of its employees and agents to obtain relevant information from non-public sources and the Adviser often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The marketability and value of each Credit Asset will depend upon many factors beyond our control.

The Adviser manages our portfolio pursuant to broad investment guidelines and generally is not required to seek the approval of the Board for each Credit Asset or other investment, financing or asset allocation decision it makes, which may result in our making riskier investments and which could adversely affect our results of operations and financial condition

The Board approved broad investment guidelines that delegate to the Adviser the authority to execute activities consistent with a credit strategy including but not limited to originations, acquisitions, financing, sales and securitizations and dispositions of commercial real estate-related loans on our behalf, in each case so long as such investments are consistent with the investment guidelines and our Articles of Amendment and Restatement (as amended or restated from time to time, the “Charter”). There can be no assurance that the Adviser will be successful in applying any strategies or discretionary approach to our investment activities. The Board reviews our investment guidelines on an annual basis (or more often as it deems appropriate) and reviews our portfolio of investments periodically. The prior approval of the Board or a committee of independent directors will be required for transactions with affiliates of the Adviser or for investing activities that are not in accordance with

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our investment guidelines. In addition, in conducting periodic reviews of the portfolio during the Board’s periodic meetings (as described herein), the Board will rely primarily on information provided to them by the Adviser. Furthermore, transactions entered into on our behalf by the Adviser may be costly, difficult or impossible to unwind when they are subsequently reviewed by the Board.

We may pay distributions from sources other than our cash flow from operations, including, without limitation, loan repayments, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources

We may not generate sufficient cash flow from operations to fully fund distributions to our stockholders, particularly during the early stages of our operations. Therefore, we may fund distributions to our stockholders from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or proceeds from our continuous private placement offering (including the sale of Shares). The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, the extent to which the Adviser elects to receive its management fee paid by us (the “Management Fee”) in Common Shares, how quickly we invest the proceeds from the Continuous Offering or any future offering and the performance of our loan portfolio, other credit assets and CRE Debt Securities, including our real estate-related securities portfolio. Funding distributions from the sales of Credit Assets, securitizations, borrowings, loan repayments or offering proceeds will result in us having less funds available to originate or acquire loans, or invest in commercial real estate-related investments. As a result, the return a stockholder realizes on its investment may be reduced. Doing so may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of Shares (or other securities) will dilute stockholders’ interest in us on a percentage basis and may impact the value of the stockholders’ investment especially if we sell these securities at prices less than the price the stockholder paid for its Shares. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform, if expenses are greater than our revenues or due to numerous other factors. We have not established a limit on the amount of our distributions that may be paid from any of these sources.

We face risks associated with the deployment of our capital

In light of our Continuous Offering, our investment strategies and the need to be able to deploy capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying and originating or purchasing suitable Credit Assets on attractive terms, there could be a delay between the time we receive net proceeds from our Continuous Offering and the time we invest such net proceeds. We may also from time to time hold cash pending deployment into Credit Assets or have less than our targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when we are receiving high amounts of offering proceeds or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our stockholders that may be invested in money market accounts or other similar temporary investments.

In the event we are unable to find suitable Credit Assets or other real estate related investments such cash may be maintained for longer periods which would be dilutive to investment returns of stockholders. This could cause a substantial delay in the time it takes for a stockholder’s investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into Credit Assets will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of our Continuous Offering or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.

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If we are unable to raise substantial additional funds, we will be limited in the number and type of investments we make which will result in lower levels of diversification of our portfolio

If we are unable to raise substantial additional funds, we will originate or purchase fewer investments resulting in less diversification in terms of the type, number and size of our portfolio of Credit Assets. Moreover, the potential impact of any single asset’s performance on the overall performance of our portfolio increases. Furthermore, we may make investments involving contemplated sales or refinancings that do not actually occur as expected, which could lead to increased risk as a result of us having an unintended long-term investment and reduced diversification. Further, we expect to have certain fixed operating expenses, regardless of whether we can raise substantial funds in our Continuous Offering. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions to stockholders in the future.

The Board may, in the future, adopt certain measures under Maryland law without stockholder approval that may have the effect of making it less likely that a stockholder would receive a “control premium” for his or her Shares

Corporations organized under Maryland law with a class of registered securities and at least three independent directors are permitted to elect to be subject, by a charter or bylaw provision or a Board resolution and notwithstanding any contrary charter or bylaw provision, to any or all of five provisions:

• staggering the Board into three classes;

• requiring a two-thirds vote of stockholders to remove directors;

• providing that only the Board can fix the size of the Board;

• providing that all vacancies on the Board, regardless of how the vacancy was created, may be filled only by the affirmative vote of a majority of the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred; and

• providing for a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

These provisions may discourage an extraordinary transaction, such as a merger, tender offer or sale of all or substantially all of our assets, all of which might provide a premium price for stockholders’ Shares. Pursuant to our Charter we have elected, once we are eligible to make such an election, that vacancies on the Board be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. Through other provisions in our Charter and the Bylaw of the Company (the “Bylaws”), we vest in the Board the exclusive power to fix the number of directorships. We have not elected to be subject to any of the other provisions described above, but our Charter does not prohibit the Board from opting into any of these provisions in the future (to the extent we are eligible at such time to do so).

Further, under the Maryland Business Combination Act, we may not engage in any merger or other business combination with an “interested stockholder” (which is defined as (1) any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock and (2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock) or any affiliate of that interested stockholder for a period of five years after the most recent date on which the interested stockholder became an interested stockholder. A person is not an interested stockholder if the Board approved in advance the transaction by which such person would otherwise have become an interested stockholder. In approving a transaction, the Board may provide that its approval is subject to compliance, at or after the time of approval, with any terms or conditions determined by the Board. After the five-year period ends, any merger or other business combination with the interested stockholder or any affiliate of the interested stockholder must be recommended by the Board and approved by the affirmative vote of at least:

• 80% of all votes entitled to be cast by holders of outstanding Shares of our voting stock; and

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• two-thirds of all of the votes entitled to be cast by holders of outstanding Shares of our voting stock other than those Shares owned or held by the interested stockholder with whom or with whose affiliate the business combination is to be affected or held by an affiliate or associate of the interested stockholder.

These supermajority voting provisions do not apply if, among other things, our stockholders receive a minimum payment for their common stock equal to the highest price paid by the interested stockholder for its Shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the Board prior to the time the interested stockholder becomes an interested stockholder. The Board has adopted a resolution exempting any business combination involving us and any person, including Invesco and the Adviser, from the provisions of this law, provided that such business combination is first approved by the Board.

Our Charter permits the Board to cause us to issue additional preferred stock on terms that may be senior to the rights of the holders of our current common stock or discourage a third party from acquiring us

The Board is permitted, subject to certain restrictions set forth in our Charter, to authorize the issuance of Shares of preferred stock without stockholder approval. The Board previously issued Series A Preferred Stock pursuant to the Articles Supplementary. In the event of our dissolution, liquidation or winding up, the holders of Shares of Series A Preferred Stock are entitled to a liquidation preference equal to the sum of (i) $1,000.00 per Series A Preferred Share, (ii) an amount equal to all accrued and unpaid distributions thereon through and including the date of payment, and (iii) if the liquidation event occurs before the redemption premium, or December 31, 2024, expires, the premium in effect on the date of payment, before any distribution of assets is made to holders of any junior securities.

Further, the Board may classify or reclassify any unissued Shares of common or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of the stock and may amend our Charter from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any Class or series that we have authority to issue without stockholder approval. Thus, the Board could authorize us to issue additional Shares of preferred stock with terms and conditions that could be senior to the rights of the holders of our common stock or have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock.

Maryland law limits, in some cases, the ability of a third party to vote shares acquired in a “control share acquisition”

The Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by stockholders by a vote of two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation, are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares. The control share acquisition statute does not apply: (1) to shares acquired in a merger, consolidation or statutory share exchange if the Maryland corporation is a party to the transaction; or (2) to acquisitions approved or exempted by the charter or bylaws of the Maryland corporation. Our Bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

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Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers

Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, our Charter limits the personal liability of our directors and officers for monetary damages to the maximum extent permitted by Maryland law. Maryland law and our Charter provide that no director or officer will be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment as material to the cause of action. Moreover, our Charter generally requires us to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. As a result, our stockholders and we may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce stockholders and our recovery from these persons if they act in a manner that causes us to incur losses. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. See Item 12 “Indemnification of Directors and Officers” for additional information.

The issuance of additional Shares by us will dilute stockholder’s interest

Our current stockholders do not have preemptive rights to any Shares that we issue in the future. Under our Charter, we have authority to issue a total of 2,050,000,000 Shares. Of the total Shares authorized, 2,000,000,000 Common Shares with a par value of $0.01 per share, 500,000,000 of which are classified as Class S Shares, 500,000,000 of which are classified as Class D Shares, 500,000,000 of which are classified as Class I Shares and 500,000,000 of which are classified as Class E Shares, and 50,000,000 shares are classified as preferred stock with a par value of $0.01 per share In addition, the Board may amend our Charter from time to time to increase or decrease the aggregate number of authorized Shares or the number of authorized Shares of any Class or series without stockholder approval. The Board may elect, without stockholder approval, to: (1) sell additional Shares of our common stock in the Continuous Offering or future private or public offerings; (2) issue Shares of our common stock in private offerings; (3) issue Shares of our common stock upon the exercise of the options we may grant to our independent directors or future employees; (4) issue Shares of our common stock to the Adviser, or its successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us; (5) issue Shares of our common stock to sellers of properties we acquire, or (6) issue equity incentive compensation to the senior executive officers of service providers or to third parties as satisfaction of obligations under incentive compensation arrangements. The sale of additional securities will dilute stockholder’s interest in us on a percentage basis and may impact the value of a stockholder’s investment especially if we sell these securities at prices less than the price paid for Shares.

We depend on the Adviser to develop appropriate systems and procedures to control operational risk

Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial losses, the disruption of our business, liability to third parties, regulatory intervention or damage to our reputation. We rely heavily on Invesco’s financial, accounting and other data processing systems. The ability of our systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, the Adviser will not be liable for losses incurred due to the occurrence of any such errors. The personnel of Invesco are engaged in other business activities, which could distract them, divert their time and attention such that they could no longer dedicate a significant portion of their time to our businesses or otherwise slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Operational risks, including the risk of cyberattacks, may disrupt our businesses, result in losses or limit our growth

We rely heavily on Invesco’s financial, accounting, treasury, communications and other data processing systems. Such systems may fail to operate properly or become disabled because of tampering or a breach of the network security systems or otherwise. In addition, such systems are from time to time subject to cyberattacks which may continue to increase in sophistication and frequency in the future. Attacks on Invesco and its affiliates’ and service providers’ systems could involve, and in some instances have in the past involved, attempts that are intended to obtain unauthorized access to our proprietary information or personal identifying information of our stockholders, destroy data or disable, degrade or sabotage our systems, including through the introduction of computer viruses and other malicious code.

Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. Invesco and its affiliates’ and service providers’ information and technology systems may be vulnerable to damage or interruption from cyber security breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Cyberattacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. There has been an increase in the frequency and sophistication of the cyber and security threats Invesco faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target Invesco because Invesco holds a significant amount of confidential and sensitive information about its investors, its affiliates and current and potential investments. As a result, Invesco may face a heightened risk of a security breach or disruption with respect to this information. If successful, these types of attacks on Invesco’s network or other systems could have a material adverse effect on our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of our business and damage to our reputation. There can be no assurance that measures Invesco takes to evaluate the integrity of its systems will provide protection, especially because cyberattack techniques used change frequently or are not recognized until successful.

Invesco’s risk management systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Invesco does not control the cyber security plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to Invesco, us or a portfolio entity, each of whom could be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our, Invesco’s, its affiliates’ or our portfolio entities’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to stockholders, material nonpublic information and the intellectual property and trade secrets and other sensitive information in the possession of Invesco or portfolio entities. Invesco Real Estate or a portfolio company/entity could be required to make a significant investment to remedy the effects of any such failures, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity and other events that may affect their business and financial performance.

In addition, Invesco operates in businesses that are highly dependent on information systems and technology. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. In addition, cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which Invesco operates have laws and regulations relating to data privacy, cybersecurity

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and protection of personal information, including the General Data Protection Regulation in the European Union (the “EU”) that went into effect in May 2018. Some jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. Breaches in security could potentially jeopardize Invesco, its employees’ or our investors’ or counterparties’ confidential and other information processed and stored in, and transmitted through Invesco’s computer systems and networks, or otherwise cause interruptions or malfunctions in its, its employees’, our investors’, our counterparties’ or third parties’ operations, which could result in significant losses, increased costs, disruption of Invesco’s business, liability to our investors and other counterparties, regulatory intervention or reputational damage. Furthermore, if Invesco fails to comply with the relevant laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause our investors to lose confidence in the effectiveness of our or Invesco’s security measures.

Finally, we will depend on Invesco’s headquarters in Atlanta, Georgia, its offices in Dallas, Texas, where Invesco Real Estate is headquartered, and certain other offices located elsewhere, for the continued operation of our business. A disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting Invesco’s offices, could have a material adverse impact on our ability to continue to operate our business without interruption. Invesco’s disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

The ownership of our voting stock may be concentrated in a relatively small number of stockholders

The majority of the outstanding Shares of voting stock may be held by a relatively small number of stockholders. For example, as of the date of this Registration Statement, currently a significant percentage of our outstanding Common Shares are held by Invesco Realty, Inc. See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information. Such a concentration of the ownership of reduces the relative ability of any minority stockholders to influence matters submitted to a vote of our stockholders.

We may change our investment and operational policies without stockholder consent

We may change our investment and operational policies, including our policies with respect to investments, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier or more highly leveraged than, the types of investments described in this Registration Statement. The Board also approved broad investment guidelines with which we must comply, but these guidelines provide the Adviser with broad discretion and can be changed by the Board. A change in any of our investment strategies may, among other things, increase our exposure to real estate market fluctuations, default risk and interest rate risk, all of which could materially affect our results of operations and financial condition. Under the Maryland General Corporation Law (the “MGCL”) and our Charter, stockholders have a right to vote only on limited matters. The Board’s broad discretion in setting guidelines and stockholder’s inability to exert control over those guidelines increases the risks and uncertainty faced by stockholders.

We may face certain other regulatory risks

As a result of previous financial crises and highly-publicized financial scandals, the regulatory environment in which we, the Board and the Adviser operate or are managed or the way in which they are structured is subject to heightened regulation. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) established new regulatory requirements intended to enhance the regulation of markets, market participants and financial instruments. It is also impossible to determine the scope and extent of the impact of any additional new laws, regulations or initiatives that may be proposed, or whether proposals will become law. Compliance with Dodd-Frank and other new laws or regulations could make compliance more difficult and expensive and affect

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the manner in which we, the Board and the Adviser operate, are managed and/or are structured. Moreover, as calls for additional regulation have increased, there may be a related increase in regulatory investigations of the type of investment activities carried out by us, the Board and the Adviser. Such investigations may impose additional expenses on us, may require the attention of senior management and may result in fines if we are deemed to have violated any regulations.

Risks Related to Investments in Real Estate Credit Assets

We will originate or purchase Credit Assets, such as loans, which involve risks

We will originate or purchase Credit Assets such as loans secured by real property or pledges of the borrowers’ interests in a limited liability company or partnership that holds improved or unimproved real estate. If interest rates or financial markets change, or there is an adverse development with respect to such a property, we may be unable to obtain repayment of the loan or to dispose of its interest at a price sufficient to recover our investment. If there is a default under a mortgage loan held by us, we will bear the risk of loss of principal to the extent of any deficiency between the value of the mortgage collateral and the principal amount of the mortgage loan. There can be no assurance that we will be able to liquidate a defaulted mortgage loan successfully or in a timely fashion. In addition to the risks of borrower default (including loss of principal and nonpayment of interest) and the risks associated with real property investments, we will be subject to a variety of risks in connection with such debt investments, including the risks of lack of control, mismanagement or decline in value of collateral, contested foreclosures, bankruptcy of the debtor, claims for lender liability, violations of usury laws and the imposition of common law or statutory restrictions on our exercise of contractual remedies for defaults of such Credit Assets.

Real estate related investments, such as Credit Assets, generally have a high degree of risk

Our portfolio of Credit Assets is subject to the risks generally incidental to ownership and operation of income-producing real estate. Real estate values are affected by a number of factors, including: (i) the illiquidity of real estate assets; (ii) the possibility that cash generated from operations will not be sufficient to meet fixed obligations; (iii) changes in economic conditions affecting real estate ownership directly or the demand for real estate; (iv) changes in the general economic climate or in national or international economic climate; (v) the need for unanticipated expenditures in connection with environmental matters; (vi) changes in tax rates and other operating expenses; (vii) adverse changes in laws, governmental rules (including those governing usage, improvements, zoning and taxes) and fiscal policies; (viii) acts of God, including earthquakes and fire (which may result in uninsured losses); (ix) environmental and waste hazards; (x) energy and supply shortages; (xi) uninsured losses or delays from casualties or condemnation; (xii) risks from operating problems arising out of the presence of certain construction materials; (xiii) structural or property level latent defects; (xiv) local conditions (such as an oversupply of space or a reduction in demand for space); (xv) the quality and philosophy of management; (xvi) competition based on rental rates; (xvii) attractiveness and location of the properties and changes in the relative popularity of commercial properties as an investment; (xviii) financial condition of tenants, buyers and sellers of properties; (xix) quality of maintenance, insurance and management services; (xx) changes in interest rate levels and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; and (xxi) other factors that are beyond our control.

Real estate historically has experienced significant fluctuations and cycles in value that may result in reductions in the value of real estate-related investments. The marketability and value of our portfolio of Credit Assets will depend on many factors beyond our control. The ultimate performance of our portfolio of Credit Assets will be subject to the varying degrees of risk generally incident to the financing, ownership and operation of the underlying real property. The ultimate value of the real property underlying our Credit Assets depends upon the real property owner’s ability to operate the real property in a manner sufficient to maintain or increase revenues in excess of operating expenses and debt service or, in the case of real property leased to a single lessee, the ability of the lessee to make rental payments. Revenues may be adversely affected by changes in national or

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international economic conditions such as those listed in the paragraph above. If any of the properties underlying our portfolio of Credit Assets experience any of the foregoing events or occurrences, the value of and return on such investments would be negatively impacted.

Our success will depend on the availability of, and the degree of competition for, attractive financing opportunities

Our operating results will be dependent upon the availability of, as well as the Adviser’s ability to identify, originate, acquire, and manage a broad portfolio of loans secured by, or unsecured but related to, commercial real estate. It may take considerable time for the Adviser to identify and consummate appropriate investments. In general, the availability of desirable commercial real estate debt investment opportunities and our investment returns will be affected by the level and volatility of interest rates, by conditions in the financial markets and general economic conditions. No assurance can be given that we will be successful in identifying, underwriting and then consummating investments which satisfy our rate of return objective or that such investments, once consummated, will perform as intended. We will be engaged in a competitive business and will be competing for attractive investments with traditional lending sources, as well as existing funds or investment vehicles, or funds or investment vehicles formed in the future, with similar investment objectives.

Our success is dependent on general market and economic conditions

The real estate industry generally and the success of our investment activities in particular will both be affected by global and national economic and market conditions generally and by the local economic conditions where our properties are located. These factors may affect the level and volatility of real estate prices, which could impair our profitability or result in losses. In addition, general fluctuations in the market prices of securities and interest rates may affect our investment opportunities and the value of our investments. Invesco’s financial condition may be adversely affected by a significant economic downturn, and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on Invesco’s businesses and operations (including the Adviser).

A depression, recession or slowdown in the U.S. real estate or credit market or one or more regional real estate or credit markets, and to a lesser extent, the global economy (or any particular segment thereof) would have a pronounced impact on us, the value of our assets and our profitability, increase our funding costs, limit our access to the capital markets, limit our ability to raise capital in our Continuous Offering and impair our ability to effectively deploy our capital and make originations of new loans. We could also be affected by any overall weakening of, or disruptions in, the financial markets. Any of the foregoing events could result in substantial losses to our business, which losses will likely be exacerbated by the presence of leverage in our capital structure or our investments’ capital structures.

Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, and economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets.

We will invest in CRE Debt Securities, and any deterioration of real estate fundamentals could negatively impact the performance of CRE Debt Securities by making it more difficult for issuers to satisfy their debt payment obligations, increasing the default risk applicable to issuers, or making it relatively more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will also affect the creditworthiness of issuers or real estate collateral relating to our investments in CRE Debt Securities.

We face risks related to the origination or acquisition of whole loans, and securitization of loans

We may originate or invest in whole loan mortgages. Whole loan mortgages generally are not government guaranteed or privately insured. A whole loan mortgage is directly exposed to losses resulting from default and

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foreclosure. Therefore, the value of the underlying property, the creditworthiness and operating capability of the borrower and the priority of the lien are each of great importance. Whether or not we have participated in the negotiation of the terms of any such mortgages, there can be no assurance as to the adequacy of the protection of our interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, claims may be asserted that might interfere with enforcement of our rights. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may be less than our adjusted purchase price for the related whole loan mortgage, resulting in a loss to the Company. In such a circumstance, any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the liquidation proceeds and thus increase the loss to the Company. In addition, we may securitize such whole loan mortgages and sell the resulting A-notes while retaining the B-notes, which involve additional risk as set out immediately below.

We may have limited information about potential borrowers and potential investments

In certain circumstances with respect to loans or other investments purchased from other parties, we may not receive access to all available information to determine fully the origination, credit appraisal and underwriting practices utilized with respect to the loans or investments or the manner in which the loans or investments have been serviced and/or operated. In certain circumstances with respect to loans originated by us, we may not receive access to all available information or may choose to depart from our extended underwriting and credit approval policies, including where the constraints exist on the origination of the loan.

In our due diligence review of potential loans, investments and financing opportunities, we may rely on third-party consultants and advisors, and we may not identify all relevant facts that may be necessary or helpful in evaluating potential loans, investments or financing opportunities

Before originating or acquiring loans (or acquiring or purchasing other Credit Assets), due diligence will typically be conducted in a manner that we deem reasonable and appropriate based on the facts and circumstances applicable to each loan or investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, appraisers, accountants, investment banks and other third parties, including affiliates of the Adviser or Invesco, may be involved in the due diligence process to varying degrees depending on the type of investment, the costs of which will be borne by us. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to the Adviser’s reduced control of the functions that are outsourced. Where affiliates of Invesco are utilized, the Adviser’s Management Fee will not be offset for the fees paid or expenses reimbursed to such affiliates. In addition, if the Adviser is unable to timely engage third-party providers, the ability to evaluate and acquire more complex targets could be adversely affected. In the due diligence process and making an assessment regarding a potential investment, the Adviser will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful. There can be no assurance that attempts to provide downside protection with respect to investments, including pursuant to risk management procedures described in this Registration Statement, will achieve their desired effect and potential investors should regard an investment in us as being speculative and having a high degree of risk.

We face legal risks when originating or refinancing loans or making investments

Credit instruments and other investments are usually governed by a complex series of legal documents and contracts. As a result, the risk of dispute over interpretation or enforceability of the documentation may be higher than for other types of credit assets and investments. In addition, it is not uncommon for credit instruments and other investments to be exposed to a variety of other legal risks. These can include, but are not limited to,

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environmental issues, land expropriation and other property-related claims, industrial action and legal action from special interest groups.

We face the risk of default or insolvency of Credit Assets

The leveraged capital structure of the real estate companies and properties underlying our portfolio of Credit Assets will increase their exposure to adverse economic factors (such as rising interest rates, competitive pressures, downturns in the economy or deterioration in the condition of the real estate company or property) and to the risk of unforeseen events. This leverage may result in more serious adverse consequences to such underlying real estate companies or properties (including to overall profitability or solvency) in the event these factors or events occur than the consequences for less leveraged entities or properties. For example, rising interest rates may significantly increase interest expense, or a significant market downturn may affect ability to generate positive cash flow, in either case causing an inability to service outstanding debt, which may include the portfolio of Credit Assets we hold. If an underlying real estate company or property cannot generate adequate cash flow to meet debt obligations, it may default on its loan agreements or be forced into bankruptcy. As a result, we may suffer a loss of invested capital, particularly in light of the leveraged position of our investments.

We face creditor risks with respect to our portfolio

With respect to our portfolio of Credit Assets and CRE Debt Securities, such investments generally are subject to various creditor risks, including (1) the possible invalidation of an investment transaction as a “fraudulent conveyance” under the relevant creditors’ rights laws, (2) so called lender liability claims by the issuer of the obligations and (3) environmental liabilities that may arise with respect to collateral securing the obligations. Additionally, adverse credit events with respect to any underlying company or property, such as missed or delayed payment of interest and/or principal, bankruptcy, receivership or distressed exchange, can significantly diminish the value of our investment in any such Credit Asset, company, or property. In this case, the risk of loss of principal in the investment will be exacerbated. Moreover, the CRE Debt Securities in which we may invest may include secured or unsecured debt at various levels of an issuer’s capital structure. The Debt Securities in which we may invest may not be protected by financial covenants or limitations upon additional indebtedness, may be illiquid or have limited liquidity, and may not be rated by a credit rating agency. Our investments in CRE Debt Securities may be subject to early redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by us earlier than expected, resulting in a lower return to us than anticipated or reinvesting in a new obligation at a lower return to us.

B-Notes and A/B structures may pose additional risks that may adversely affect our results of operations and financial condition

We may acquire B-Notes, which investments are subordinate to the A-note portion of the same loan (which we would not expect to hold). The B-Note portion of a loan is typically small relative to the overall loan and is in the first loss position. As a means to protect against the holder of the A-note from taking certain actions or receiving certain benefits to the detriment of the holder of the B-Note, the holder of the B-Note often (but not always) has the right to purchase the A-note from its holder. If available, this right may not be meaningful to us. For example, we may not have the capital available to protect our B-Note interest or purchasing the A-note may alter our overall portfolio and risk/return profile to the detriment of our stockholders.

There are risks related to mortgage investments, generally

We will originate, participate in and/or acquire real estate loans that are non-recourse to the borrower. Mortgage investments have special inherent risks relative to collateral value. To the extent we make or acquire subordinated or “mezzanine” debt investments, we do not anticipate having absolute control over the underlying collateral as we will be dependent upon third-party borrowers and agents and will have rights that are subordinate

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to those of senior lenders. In certain circumstances, our Credit Assets may not be secured by a mortgage, but instead by partnership interests or other collateral that may provide weaker rights than a mortgage. It is likely that we would be restricted in the exercise of our rights in respect of our mezzanine investments by the terms of subordination agreements in favor of the debt or other securities ranking ahead of the mezzanine capital. To protect our original investment and to gain greater control over the underlying assets in the event of a default, we may need to purchase the interest of a senior creditor or take an equity interest in the underlying assets, which may require additional investment by us. In the absence of such action, we may not be able to take steps necessary to protect our mezzanine investments in a timely manner or at all. In any case, in the event of default, our source of repayment will be limited to the value of the collateral and may be subordinate to other lienholders. The collateral value of the property may be less than the outstanding amount of our investment; in cases in which our collateral consists of partnership or similar interests, our rights and level of security may be less than if it held a mortgage loan. Returns on an investment of this type depend on the borrower’s ability to make required payments, and, in the event of default, the ability of the loan’s servicer to foreclose and liquidate the mortgage loan.

We face risks related to investment in distressed assets

We may make substantial investments in underperforming or other distressed assets utilizing leveraged capital structures. By their nature, these investments will involve a high degree of financial risk and are experiencing or are expected to experience severe financial difficulties, and there can be no assurance that our rate of return objectives will be realized or that there will be any return of capital. Furthermore, investments in properties operating under the close supervision of a mortgage lender or under bankruptcy or other similar laws are, in certain circumstances, subject to certain additional potential liabilities that may exceed the value of our original investment. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to us and distributions by us to the investors may be reclaimed if such payments or distributions are later determined to have been fraudulent conveyances or preferential payments. Numerous other risks also arise in the workout and bankruptcy contexts, for instance we may become the owner of a property that is the subject of a mortgage if we foreclose on its collateral or agree to accept equity collateral pursuant to a deed in lieu or other agreed upon transaction with a borrower or otherwise in connection with loan workouts.

We may invest in commercial mortgage loans which are non-recourse in nature and include limited options for financial recovery in the event of default; an event of default may adversely affect our results of operations and financial condition

We may invest in commercial mortgage loans, including mezzanine loans and B-notes, which are secured by multifamily, commercial or other properties and are subject to risks of delinquency and foreclosure and risks of loss. Commercial real estate loans are not fully amortizing, meaning that they may have a significant principal balance or balloon payment due on maturity. Full satisfaction of the balloon payment by a commercial borrower is heavily dependent on the availability of subsequent financing or a functioning sales market, as well as other factors such as the value of the property, the level of prevailing mortgage rates, the borrower’s equity in the property and the financial condition and operating history of the property and the borrower. In certain situations, and during periods of credit distress, the unavailability of real estate financing may lead to default by a commercial borrower. In addition, in the absence of any such takeout financing, the ability of a borrower to repay a loan secured by an income-producing property will depend upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Furthermore, we may not have the same access to information in connection with investments in commercial mortgage loans, either when investigating a potential investment or after making an investment, as compared to publicly traded securities.

Commercial mortgage loans are usually non-recourse in nature. Therefore, if a commercial borrower defaults on the commercial mortgage loan, then the options for financial recovery are limited in nature. To the

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extent the underlying default rates with respect to the pool or tranche of commercial real estate loans in which we directly or indirectly invest increase, the performance of our investments related thereto may be adversely affected. Default rates and losses on commercial mortgage loans will be affected by a number of factors, including global, regional and local economic conditions in the area where the mortgage properties are located, the borrower’s equity in the mortgage property, the financial circumstances of the borrower, tenant mix and tenant bankruptcies, property management decisions, including with respect to capital improvements, property location and condition, competition from other properties offering the same or similar services, environmental conditions, real estate tax rates, tax credits and other operating expenses, governmental rules, regulations and fiscal policies, acts of God, terrorism, social unrest and civil disturbances. A continued decline in specific commercial real estate markets and property valuations may result in higher delinquencies and defaults and potentially foreclosures. In the event of default, the lender will have no right to assets beyond collateral attached to the commercial mortgage loan. The overall level of commercial mortgage loan defaults remains significant and market values of the underlying commercial real estate remain distressed in many cases. It has also become increasingly difficult for lenders to dispose of foreclosed commercial real estate without incurring substantial investment losses, ultimately leading to a decline in the value of such investments.

In the event of any default under a mortgage or real estate loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage or real estate loan, which could have a material adverse effect on our profitability. In the event of the bankruptcy of a mortgage or real estate loan borrower, the mortgage or real estate loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage or real estate loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Additionally, in the event of a default under any senior debt, the junior or subordinate lender generally forecloses on the equity, purchases the senior debt or negotiates a forbearance or restructuring arrangement with the senior lender in order to preserve its collateral.

We face varying collateral risks

Our loans may not be secured by a mortgage but may instead be secured by shares or other collateral that may provide weaker rights than a mortgage. In any case, in the event of default, our source of repayment will be limited to the value of the collateral and may be subordinate to other lienholders. The collateral value of an underlying property may be less than the outstanding amount of our investment. In cases in which our collateral consists of shares, our rights and level of security may be less than if it held a mortgage loan. The underlying properties may be stabilized or non-stabilized and may involve elements of leasing or renovation. Our loans may also contain collateral that is not underwritten as part of the value securing such loan, including without limitation, residential properties. Even though certain collateral may not be considered as part of the value securing a loan, such collateral may present risks that could adversely affect the value of other collateral (e.g., tenants of residential properties may exercise rights that could adversely impact the ability to develop or re-develop land for another intended purpose).

We face risks associated with the ownership of real property

In rare circumstances we may take a preferred equity position in a property-owning entity, or we may also acquire an equity position if it forecloses on a loan as lender, or agrees to accept equity collateral pursuant to a deed in lieu or other agreed upon transaction with a borrower or otherwise in connection with loan workouts. In other circumstances, we may purchase securities or other instruments from other investment funds and financial institutions. In any of the foregoing cases, our shares will be subordinate to both general and secured creditors of the asset. This subordination could increase our risk of loss. There will be no fixed period for return of our capital. Moreover, holding equity interests involves certain risks not present in real property loans or direct property ownership. For example, there is the possibility that other equity owners may have economic or business interests or goals which are inconsistent with ours. Further, the value of securities or other instruments

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purchased may fluctuate in value in a manner dependent on many criteria not directly related to the risks associated with real property, including the terms and conditions of the equity, the relative seniority of the equity and the general prospects and conditions of the issuer.

Transactions denominated in foreign currencies may subject us to foreign currency risks

We may originate, invest in or acquire assets denominated in foreign currencies, which may expose us to foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets, as well as our income and distributions. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of the REIT tests and may affect the amounts available for payment of dividends on our common stock.

We face risks due to our dependence on loan servicers and other third parties

We engage a third-party loan servicer and such third-party loan servicer is responsible for payment processing, treasury management, tax, insurance, escrow and reserve administration, payoff and release processing, borrower requests, monthly accounting and review of operating statements, rent rolls and borrower financials, and other credit related services. We also engage a third-party loan asset manager. Our results of operations, including our ability to make payments on any indebtedness, will depend in part on the ability of these third-party asset manager and loan servicer performing their agreed upon functions and duties. There can be no assurance that the third-party asset management and loan servicing firms employed by us will be able to perform their agreed upon functions and duties successfully. Asset managers and loan servicers may at times face conflicts of interests in the management of investments owned by third parties and/or other affiliates of the Adviser. Additionally, asset managers and loan servicers may need to attract, retain and develop executives and members of their management teams. The market for executive talent can be, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that we or any asset managers or loan servicers we engage will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, we may be adversely affected thereby. All fees, costs and expenses related to third-party asset managers and loan servicers are expenses borne by us.

Uncertainty with respect to the financial stability of the United States and several countries in the EU could have a significant adverse effect on our business, financial condition and results of operations

Our investment strategy depends on the commercial real estate industry generally, which in turn depends on broad economic conditions in the United States, Europe, China and elsewhere. Recently, concerns over global economic conditions, energy and commodity prices, geopolitical issues, deflation, Federal Reserve short term rate decisions, foreign exchange rates, the availability and cost of credit, the sovereign debt crisis, the Chinese economy, the U.S. mortgage market and a potentially weakening real estate market in the United States have contributed to increased economic uncertainty and diminished expectations for the global economy. These factors, combined with volatile prices of oil and the potential for declining business and consumer confidence, may precipitate an economic slowdown, as well as cause extreme volatility in security prices. Global economic and political headwinds, along with global market instability and the risk of maturing debt that may have difficulties being refinanced, may continue to cause periodic volatility in the commercial real estate market for some time. Adverse conditions in the commercial real estate industry negatively impact our returns by, among other factors, the tightening of the credit markets, decline in the value of underlying real estate assets, and continuing credit and liquidity concerns, among other potential risks.

Our investments in Credit Assets may be risky and illiquid

The portfolio of Credit Assets which we originate or purchase is likely to be risky and illiquid. The portfolio of Credit Assets may be unsecured and subordinated to material amounts of senior indebtedness. The portfolio of Credit Assets may not be protected by financial covenants or limitations upon additional indebtedness. Illiquidity

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may result from the absence of an established market for the portfolio of Credit Assets, as well as legal or contractual restrictions on their sale by us. Dispositions of Credit Assets also may be subject to contractual and other limitations on transfer (including prepayment penalties with respect to property-level debt) or other restrictions that would interfere with the subsequent sale of such Credit Assets or adversely affect the terms that could be obtained upon any disposition thereof. The possibility of partial or total loss of capital will exist and prospective investors should not subscribe for our interests in unless they can readily bear the consequences of such loss. Even if the portfolio of our Credit Assets are successful, they may not produce a realized return for an unspecified duration of time.

There are inherent risks in investments outside the United States, generally

We expect to invest a portion of the aggregate amount of invested capital outside the United States. The legal systems of some countries lack transparency or could limit the protections available to foreign investors, and our portfolio of Credit Assets may be subject to nationalization and confiscation without fair compensation. Real estate related investing outside the United States involves additional risks: (i) currency exchange rate fluctuations and costs associated with conversion of investment principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate actions, shareholder rights and other matters; (iii) differences between U.S. and foreign securities and real estate markets, including potentially higher price volatility and relative illiquidity of some markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (v) the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation and other adverse economic and political developments; (vi) the possible imposition of non-U.S. taxes on income and gains and gross sales or other proceeds recognized with respect to such Investments; (vii) less developed corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and investor protections; (viii) differences in the legal and regulatory environment or enhanced legal and regulatory compliance, including potential currency control regulations, and potential restrictions on investment and repatriation of capital; (ix) political hostility to investments by foreign or private equity investors; and (x) less publicly available information.

There are risks related to currency and exchange rates, and hedging policies

Our functional currency is the U.S. dollar. Accordingly, non-U.S. stockholders will be subject to the risks associated with fluctuations in currency exchange rates between the U.S. dollar and their national currencies. Furthermore, as we may also make investments in certain foreign countries, our performance could be adversely affected by fluctuations in the currency exchange rate between the U.S. dollar, on the one hand, and the relevant foreign currencies, on the other hand, costs of conversion and exchange control regulations, in addition to the performance of the Credit Asset itself. To mitigate such risks, we may obtain financing in the relevant foreign currency and may enter into hedging transactions, such as treasury locks, forward contracts, fixtures contracts, cross-currency swaps and interest rate swaps. While such hedging transactions may reduce such risks, they may result in a poorer overall performance for us than if we had not entered into such hedging transactions and the Adviser may not be able to effectively hedge against, or accurately anticipate, certain risks that may adversely affect our investment portfolio. In addition, our investment portfolio will always be exposed to certain risks that cannot be fully or effectively hedged, such as credit risk relating both to particular securities and counterparties as well as interest rate risks.

We may also be exposed to the risk that one or more of the counterparties with which we trade may (i) cease making markets and quoting prices for such instruments, which may render us unable to enter into an offsetting transaction with respect to an open position or (ii) not have the financial ability to honor their contracts for the hedging transactions. Each prospective stockholder should consult with his or her own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in the interests.

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We face risks related to the potential collapse of the Euro and Credit Assets with underlying property located in Europe

We may originate, acquire, and manage loans in countries within the EU, a significant number of which use the euro as their national currency. In the recent past the stability of certain European financial markets deteriorated and expectations centered on potential defaults by sovereign states in Europe. There is a risk that in the future certain member states of the EU default, or expectations of such a default increase, which may lead to the collapse of the Eurozone as it is constituted today or that certain member states of the EU may cease to use the euro as their national currency. This could have an adverse effect on the performance of investments both in countries that experience the default and in other countries within the EU. A potential primary effect would be an immediate reduction of liquidity for particular investments in the affected countries, thereby impairing the value of such investments. Further, a deteriorating economic environment caused directly or indirectly by such a default or related expectations could have a direct effect on the general economic environment and the real estate market in particular.

We face risk of any Credit Assets located in the Asia-Pacific

We may originate, acquire, and manage loans in a number of countries in Asia-Pacific region, some of which may prove to be unstable. One of the risks of investing in such countries is the risk of adverse political developments, including nationalization, confiscation without fair compensation or war. Real estate-related investing in Asia-Pacific involves certain factors not typically associated with investing in real estate-related investments in the United States, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which our portfolio of Credit Assets are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between U.S. and Asian real estate markets, including potential price volatility in and relative illiquidity of some Asian securities markets; (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (iv) certain economic and political risks, including potential exchange-control regulations, potential restrictions on investment and repatriation of capital, the risks associated with political, economic or social instability, and the possibility of expropriation or confiscatory taxation and adverse economic and political developments; (v) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such Credit Assets; (vi) less developed corporate laws regarding fiduciary duties and the protection of investors; (vii) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (viii) political hostility to investments by foreign or private equity investors and (ix) less publicly available information. In addition, in certain jurisdictions foreign ownership of real estate assets may be restricted, requiring us to co-invest with local partners, and there may be significant local land use and permit restrictions, local taxes and other transaction costs that adversely affect our returns. While the Adviser intends, where deemed appropriate, to advise us in a manner that will minimize exposure to the foregoing risks, there can be no assurance that adverse developments with respect to such risks will not adversely affect our assets that are held in certain countries.

We face certain risks pertaining to Creditors’ Rights in relation to Credit Assets

Our portfolio of Credit Assets and any collateral underlying those investments will be subject to various laws for the protection of creditors in the relevant jurisdictions. Such differences in law may also adversely affect our rights as a lender or holder or preferred equity with respect to other equity holders or creditors. Additionally, we may experience less favorable treatment under different insolvency regimes than those that apply in the United States, including in cases where we seeks to enforce any security it may hold as a creditor.

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Risks Related to Investments in Real Estate-Related Debt Securities

Investments in investment grade corporate bank debt and debt securities of commercial real estate operating or finance companies are subject to the specific risks relating to the particular company and to the general risks of investing in real estate-related loans and securities, which may result in significant losses

We may invest in corporate bank debt and debt securities of commercial real estate operating or finance companies. These investments involve special risks relating to the particular company, including its financial condition, liquidity, results of operations, business and prospects. In particular, the debt securities are often non-collateralized and may also be subordinated to its other obligations.

These investments also subject us to the risks inherent with real estate-related investments, including:

• risks of delinquency and foreclosure, and risks of loss in the event thereof;

• the dependence upon the successful operation of, and net income from, real property;

• risks generally incident to interests in real property; and

• risks specific to the type and use of a particular property.

These risks may adversely affect the value of our investments in commercial real estate operating and finance companies and the ability of the issuers thereof to make principal and interest payments in a timely manner, or at all, and could result in significant losses.

We may invest in high yield securities which are subject to more risk than higher rated securities

CRE Debt Securities that are, at the time of purchase, rated below investment grade (below Baa by Moody’s and below BBB by S&P and Fitch), an equivalent rating assigned by another nationally recognized statistical rating organization or unrated but judged by the Adviser to be of comparable quality, are commonly referred to as “high yield” securities. Investments in high yield securities generally provide greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk, including the possibility of issuer default and bankruptcy. High yield securities are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Debt Securities in the lowest investment grade category also may be considered to possess some speculative characteristics by certain rating agencies. In addition, analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher quality securities.

High yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a recession could lessen the ability of an issuer to make principal and interest payments on its debt obligations. If an issuer of high yield securities defaults, in addition to risking non-payment of all or a portion of interest and principal, we may incur additional expenses to seek recovery. The market prices of high yield securities structured as zero-coupon, step-up or payment-in-kind securities will normally be affected to a greater extent by interest rate changes, and therefore tend to be more volatile than the prices of securities that pay interest currently and in cash.

The secondary market on which high yield securities are traded may be less liquid than the market for investment grade securities. Less liquidity in the secondary trading market could adversely affect the price at which we could sell a high yield security and could adversely affect the NAV of our Common Shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly-traded market. When secondary markets for high yield securities are less liquid than the market for investment grade securities, it may be more difficult to value the

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securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available. During periods of thin trading in these markets, the spread between bid and asked prices is likely to increase significantly and we may have greater difficulty selling our portfolio securities. We will be dependent on the Adviser’s research and analysis when investing in high yield securities.

Some of our investments in CRE Debt Securities may become distressed, which securities would have a high risk of default and may be illiquid

Real estate investments are relatively illiquid. Such illiquidity may limit our ability to vary our portfolio of loans secured by, or unsecured but related to, commercial real estate in response to changes in economic and other conditions. Illiquidity may result in the absence of an established market for investments as well as the legal or contractual restrictions on their resale. In addition, illiquidity may result from changes in the capital markets or the decline in value of a property securing one or more of our investments. There can be no assurances that either the capital market conditions will change from their current state or that the fair market value of any of the real property serving as security will not decrease in the future, leaving our investment under-collateralized or not collateralized at all.

During an economic downturn or recession, securities of financially troubled or operationally troubled issuers are more likely to go into default than securities of other issuers. Securities of financially troubled issuers and operationally troubled issuers are less liquid and more volatile than securities of companies not experiencing financial difficulties. The market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and asked prices may be greater than normally expected. Investment in the securities of financially troubled issuers and operationally troubled issuers involves a high degree of credit and market risk. There is no assurance that the Adviser will correctly evaluate the value of the assets collateralizing such investments or the prospects for a successful reorganization or similar action.

These financial difficulties may never be overcome and may cause issuers to become subject to bankruptcy or other similar administrative proceedings. There is a possibility that we may incur substantial or total losses on our investments and in certain circumstances, be exposed to certain additional potential liabilities that may exceed the value of our original investment therein. For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In any reorganization or liquidation proceeding relating to our investments, we may lose our entire investment, may be required to accept cash or securities with a value less than our original investment or may be required to accept different terms, including payment over an extended period of time. In addition, under certain circumstances payments to us may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment, or similar transactions under applicable bankruptcy and insolvency laws. Furthermore, bankruptcy laws and similar laws applicable to administrative proceedings may delay our ability to realize collateral for loan positions we held, or may adversely affect the economic terms and priority of such loans through doctrines such as equitable subordination or may result in a restructure of the debt through principles such as the “cramdown” provisions of the bankruptcy laws.

Certain risks associated with CMBS may adversely affect our results of operations and financial condition

We may invest a portion of our assets in pools or tranches of CMBS. The collateral underlying CMBS generally consists of commercial mortgages on real property that has a multifamily or commercial use, such as retail space, office buildings, warehouse property and hotels. CMBS have been issued in a variety of issuances, with varying structures including senior and subordinated classes. The commercial mortgages underlying CMBS generally face the risks described below in “—We may invest in commercial mortgage loans which are non-recourse in nature and include limited options for financial recovery in the event of default; an event of default may adversely affect our results of operations and financial condition.”

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Default risks with respect to CMBS investments may be further pronounced in the case of single-issuer CMBS or CMBS secured by a small or less diverse collateral pool. At any one time, a portfolio of CMBS may be backed by commercial mortgage loans disproportionately secured by properties in only a few states, regions or foreign countries. As a result, such investments may be more susceptible to geographic risks relating to such areas, including adverse economic conditions, declining home values, adverse events affecting industries located in such areas and other factors beyond the control of the Adviser relative to investments in multi-issuer CMBS or a pool of mortgage loans having more diverse property locations.

CMBS are also affected by the quality of the credit extended. As a result, the quality of the CMBS is dependent upon the selection of the commercial mortgages for each issuance and the cash flow generated by the commercial real estate assets, as well as the relative diversification of the collateral pool underlying such CMBS and other factors such as adverse selection within a particular tranche or issuance.

We may find it necessary or desirable to foreclose on certain of the loans or CMBS we may acquire, and the foreclosure process may be lengthy and expensive

We may find it necessary or desirable to foreclose on certain of the loans or CMBS we may acquire, and the foreclosure process may be lengthy and expensive. The protection of the terms of the applicable loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests may not be adequate. Furthermore, claims may be asserted by lenders or borrowers that might interfere with enforcement of our rights. Borrowers may resist foreclosure actions by asserting numerous claims, counterclaims and defenses against us, including, without limitation, lender liability claims and defenses, even when the assertions may have no basis in fact, in an effort to prolong the foreclosure action and seek to force the lender into a modification of the loan or a favorable buy-out of the borrower’s position in the loan. In some U.S. states, foreclosure actions can take several years or more to litigate. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy or its equivalent, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process and potentially result in a reduction or discharge of a borrower’s debt. Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value, and in the event of any such foreclosure or other similar real estate owned-proceeding, we would also become the subject to the various risks associated with direct ownership of real estate, including environmental liabilities. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net proceeds and, thus, increase the loss.

There are certain risks associated with the insolvency of obligations backing mortgage-backed securities and other investments

The real estate loans backing the mortgage-backed securities (“MBS”), which include the CMBS in which we will invest, and other investments we may make may be subject to various laws enacted in the jurisdiction or state of the borrower for the protection of creditors. If an unpaid creditor files a lawsuit seeking payment, the court may invalidate all or part of the borrower’s debt as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the borrower or recover amounts previously paid by the borrower in satisfaction of such indebtedness, based on certain tests for borrower insolvency and other facts and circumstances, which may vary by jurisdiction. There can be no assurance as to what standard a court would apply to determine whether the borrower was “insolvent” after giving effect to the incurrence of the indebtedness constituting the mortgage backing the CMBS and other investments, or that regardless of the method of valuation, a court would not determine that the borrower was “insolvent” after giving effect to such incurrence. In addition, in the event of the insolvency of a borrower, payments made on such mortgage loans could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year and one day) before insolvency.

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There are certain risks associated with CMBS interest shortfalls

Our CMBS investments may be subject to interest shortfalls due to interest collected from the underlying loans not being sufficient to pay accrued interest to all of the CMBS. Interest shortfalls to the CMBS trust will occur when the servicer does not advance full interest payments on defaulted loans. The servicer in a CMBS trust is required to advance monthly principal and interest payments due on a delinquent loan. Once a loan is delinquent for a period of time (generally 60 days), the servicer is required to obtain a new appraisal to determine the value of the property securing the loan. The servicer is only required to advance interest based on the lesser of the loan amount or 90%, generally, of the appraised value. Interest shortfalls occur when 90%, generally, of the appraised value is less than the loan amount and the servicer does not advance interest on the full loan amount. The resulting interest shortfalls impact interest payments on the most junior class in the trust first. As interest shortfalls increase, more senior classes may be impacted. Over time, senior classes may be reimbursed for accumulated shortfalls if the delinquent loans are resolved, but there is no guarantee that shortfalls will be collected. Interest shortfalls to the CMBS trust may also occur because of accumulated advances and expenses on defaulted loans. When a defaulted loan or foreclosed property is liquidated, the servicer will be reimbursed for accumulated advances and expenses prior to payments to CMBS bond holders. If proceeds are insufficient to reimburse the servicer or if a defaulted loan is modified and not foreclosed, the servicer is able to make a claim on interest payments that is senior to the bond holders to cover accumulated advances and expenses. If the claim is greater than interest collected on the loans, interest shortfalls could impact one or more bond classes in a CMBS trust until the servicer’s claim is satisfied.

We may acquire CMBS affiliated with Invesco

We may acquire CMBS whereby mortgages underlying the CMBS were issued by, properties underlying the mortgages in the CMBS are owned by, or the CMBS is serviced by, Other Invesco Accounts or their affiliates. While we will be acquiring such CMBS from third parties on terms already negotiated by and agreed with third parties and will forgo all non-economic rights (including voting rights) in such CMBS as long as the affiliation persists, there is no assurance that such procedures will adequately address all of the conflicts of interest that may arise or will address such conflicts in a manner that results in the allocation of a particular investment opportunity to us or is otherwise favorable to us. While the mortgage loans underlying such CMBS are made in advance of any issuance of the CMBS, our investment, or the expectation of our investment, in such a CMBS may have the potential to affect the pricing terms of underlying mortgage loans for properties owned by Other Invesco Accounts. To the extent that any of our executives are also executives of Invesco, the same personnel may determine the price and terms for the investments for both us and these entities and there can be no assurance that any procedural protections, such as obtaining market prices or other reliable indicators of fair value, will prevent the consideration we pay for these investments from exceeding their fair value or that we receive terms for a particular investment opportunity that are as favorable as those available from an independent third party.

Our CMBS investments face risks associated with extensions that may adversely affect our results of operations and financial condition

Our CMBS and other CRE Debt Securities may be subject to extension, resulting in the term of the securities being longer than expected. Extensions are affected by a number of factors, including the general availability of financing in the market, the value of the related mortgaged property, the borrower’s equity in the mortgaged property, the financial circumstances of the borrower, fluctuations in the business operated by the borrower on the mortgaged property, competition, general economic conditions and other factors. Such extensions may also be made without the Adviser’s consent.

There are certain risks associated with the servicers of commercial real estate loans underlying CMBS and other investments in CRE Debt Securities

The exercise of remedies and successful realization of liquidation proceeds relating to commercial real estate loans underlying CMBS and other CRE Debt Securities may be highly dependent on the performance of

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the servicer or special servicer. The servicer may not be appropriately staffed or compensated to immediately address issues or concerns with the underlying loans. Such servicers may exit the business and need to be replaced, which could have a negative impact on the portfolio due to lack of focus during a transition. Special servicers frequently are affiliated with investors who have purchased the most subordinate bond classes, and certain servicing actions, such as a loan extension instead of forcing a borrower pay off, may benefit the subordinate bond classes more so than the senior bonds. While servicers are obligated to service the portfolio subject to a servicing standard and maximize the present value of the loans for all bond classes, servicers with an affiliate investment in the CMBS or other CRE Debt Securities may have a conflict of interest. There may be a limited number of special servicers available, particularly those which do not have conflicts of interest. In addition, to the extent any such servicers fail to effectively perform their obligations pursuant to the applicable servicing agreements, such failure may adversely affect our investments.

There are risks associated with investments in operating companies

We may invest in CRE OpCos, which in turn may develop or service the assets of (or provide technology or services to) (i) us, (ii) clients, affiliates or former affiliates of the Adviser, (iii) other interested parties and/or (iv) third parties. We may make such investments to access opportunities within our primary strategy or to enhance our returns. An investment in CRE OpCos may take the form of debt or equity. An operating company in which we invest may not be profitable at the time of our investment (or ever). We may not be able to recover our investment in an operating company, and such investment may expose us to greater regulatory and other risks.

We may invest in structured products or similar products that may include structural and legal risks

We may invest from time to time in structured products. These investments may include debt securities issued by a private investment fund that invests, on a leveraged basis, in credit assets originated by banks or other third parties, high-yield debt or other asset groups, certificates issued by a structured investment vehicle that holds pools of commercial mortgage loans, as well as MBS credit default swaps (e.g., CMBX). Our investments in structured products will be subject to a number of risks, including risks related to the fact that the structured products will be leveraged, and other structural and legal risks related thereto. Many structured products contain covenants designed to protect the providers of debt financing to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of our investment therein. The value of an investment in a structured product will depend on the investment performance of the assets in which the structured product invests and will, therefore, be subject to all of the risks associated with an investment in those assets. These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other creditors of the issuer of such asset or nullified under applicable law.

We will face risks related to our investments in collateralized debt obligations

We may invest in collateralized debt obligations (“CDOs”). CDOs include, among other things, collateralized loan obligations (“CLOs”) and other similarly structured securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge a management fee and administrative expenses. For CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CLO trust typically has higher ratings and lower yields than the underlying securities and can be rated investment grade. Despite the protection from the equity tranche, CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CLO

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securities as a class. The risks of an investment in a CDO depend largely on the type of the collateral and the class of the CDO in which we invest.

Normally, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, certain investments in CDOs may be characterized as illiquid assets and volatility in CLO and CDO trading markets may cause the value of these investments to decline. Moreover, if the underlying mortgage portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral value is available to satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such securities, we may incur significant losses. Also, with respect to the CLOs and CDOs in which we may invest, control over the related underlying loans will be exercised through a special servicer or collateral manager designated by a “directing certificate holder” or a “controlling class representative,” or otherwise pursuant to the related securitization documents. We may acquire classes of CLOs or CDOs for which we may not have the right to appoint the directing certificate holder or otherwise direct the special servicing or collateral management. With respect to the management and servicing of those loans, the related special servicer or collateral manager may take actions that could adversely affect our interests. In addition to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (1) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (2) the quality of the collateral may decline in value or default; (3) the possibility that we may invest in CDOs that are subordinate to other classes; and (4) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

We may invest in subordinated debt, which is subject to greater credit risk than senior debt

We may invest in debt instruments, including junior tranches of CMBS, that are subordinated in an issuer’s capital structure. To the extent we invest in subordinated debt of an issuer’s capital structure or subordinated CMBS bonds, such investments and our remedies with respect thereto, including the ability to foreclose on any collateral securing such investments, will be subject to the rights of any senior creditors and, to the extent applicable, contractual inter-creditor or participation agreement provisions.

Investments in subordinated debt involve greater credit risk of default than the senior classes of the issue or series. Subordinated tranches of CMBS or other investments absorb losses from default before other more senior tranches of CMBS to which it is subordinate are put at risk. As a result, to the extent we invest in subordinate debt instruments (including CMBS), we would potentially receive payments or interest distributions after, and must bear the effects of losses or defaults on the senior debt (including underlying mortgage loans, senior mezzanine debt or senior CMBS bonds) before, the holders of other more senior tranches of debt instruments with respect to such issuer.

We will face “spread widening” risk related to our investment in securities

For reasons not necessarily attributable to any of the risks set forth herein (for example, supply/demand imbalances or other market forces), the market spreads of the CRE Debt Securities in which we invest may increase substantially, causing the securities prices to fall. It may not be possible to predict, or to hedge against, such “spread widening” risk. In addition, mark-to-market accounting of our investments will have an interim effect on the reported value prior to realization of an investment.

In certain cases, financings for properties may be structured as non-recourse to the borrower, which limits our recourse as a lender

Generally, commercial real estate financings are structured as non-recourse to the borrower, which limits our recourse, as a lender, in the event of a loan default. However, lenders customarily will require that a creditworthy parent entity enter into so-called “recourse carveout” guarantees to protect the lender against certain

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bad-faith or other intentional acts of the borrower in violation of the loan documents. A “bad boy” guarantee typically provides that the lender can recover losses from the guarantors for certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt and environmental losses sustained by lender. In addition, “bad boy” guarantees typically provide that the loan will be a full personal recourse obligation of the guarantor, for certain actions, such as prohibited transfers of the collateral or changes of control and voluntary bankruptcy of the borrower.

We may invest in derivatives for hedging purposes, which involve numerous risks

Subject to REIT qualification requirements and compliance with any applicable exemption from being regulated as a commodity pool operator, we may enter into derivatives transactions including, but not limited to, currency hedging utilizing forward and/or futures contracts, interest rate swaps, and interest rate floors and caps for limited hedging purposes. Our use of derivative instruments may be particularly speculative and involves investment risks and transaction costs to which we would not be subject absent the use of these instruments and use of derivatives generally involves leverage in the sense that the investment exposure created by the derivatives may be significantly greater than our initial investment in the derivative. Leverage magnifies investment, market and certain other risks. Thus, the use of derivatives may result in losses in excess of principal and greater than if they had not been used. The ability to successfully use derivative investments depends on the ability of the Adviser. The skills needed to employ derivatives strategies are different from those needed to select portfolio investments and, in connection with such strategies, the Adviser must make predictions with respect to market conditions, liquidity, market values, interest rates or other applicable factors, which may be inaccurate. The use of derivative investments may require us to sell or purchase portfolio investments at inopportune times or for prices below or above the current market values, may limit the amount of appreciation we can realize on an investment or may cause us to hold a security that we might otherwise want to sell. We will also be subject to credit risk with respect to the counterparties to our derivatives contracts (whether a clearing corporation in the case of exchange-traded instruments or another third party in the case of over-the-counter instruments). In addition, the use of derivatives will be subject to additional unique risks associated with such instruments including a lack of sufficient asset correlation, heightened volatility in reference to interest rates or prices of reference instruments and duration/term mismatch, each of which may create additional risk of loss.

Risks Related to Debt Financing

We may not be able to obtain leverage, but if obtained the use of leverage will expose us to certain risks

Under the investment guidelines adopted by the Board, we are not precluded from borrowing against the portfolio of Credit Assets or other real estate related investments and there is no limitation on the amount of indebtedness we may incur with respect to any loan or debt-related investment. Our target leverage ratio after we have raised substantial offering proceeds and acquired a broad portfolio of loans secured by, or unsecured but related to, commercial real estate is 50% to 65%. The Company will not place debt on subordinated loans or Junior Tranche positions in its portfolio. If the Company pursues borrowings in excess of this maximum leverage ratio, it will seek to obtain Board approval. The use of leverage involves a high degree of financial risk and will increase the exposure of the portfolio to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the investments. Company-Level Facilities are excluded from these target leverage ratio calculations, and therefore the use of Company-Level Facilities can increase the risks related to debt financing outlined herein more than an investment with comparable target leverage ratios. The Ramp-Up Period and other periods in which the Adviser may deviate from its target leverage ratios are in the discretion of the Adviser, and therefore at the Adviser’s discretion we could exceed target leverage ratios and increase related risks.

Many of these same issues also apply to Company-Level Facilities which are expected to be in place at various times as well. For example, the loan documents for such Company-Level Facilities may include various coverage ratios, the continued compliance with which may not be completely within our control. If such

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coverage ratios are not met, the lenders under such Company-Level Facilities may declare any unfunded investments to be terminated and declare any amounts outstanding to be due and payable. We may also rely on short-term financing that would be especially exposed to changes in availability.

Although borrowings by us have the potential to enhance overall returns that exceed our cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than our cost of funds. As a result, the possibilities of profit and loss are increased. Our return on a Credit Asset or other debt-related investment may be partially dependent upon our ability to use leverage, including repurchase agreements and CLOs. Our ability to obtain the leverage necessary on attractive terms will depend upon many factors including market conditions and our performance. The failure to obtain leverage at the contemplated advance rates, pricing and other terms could have a material adverse effect on us. Moreover, there can be no assurance that we will be able to meet our debt service obligations or our margin calls and, to the extent that we cannot, we risk the loss of some or all of our assets or a financial loss if we are required to dispose of or refinance loans at a commercially inopportune time. In addition, our portfolio or a subset of our portfolio may be cross-collateralized and cross-defaulted and the debt may be recourse to us so an impairment or potential impairment of a Credit Asset or other debt-related investment may create a risk of loss of some or all of our assets. Further, the term of the leverage may vary from the term of our portfolio which could result in the necessity to refinance or repay such leverage prior to the maturity of our portfolio.

We may incur significant leverage

Our investments will involve significant amounts of indebtedness. Debt service requirements may deplete cash flows and relatively small changes in the overall value of investments will have a magnified impact on us. If an investment were unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of our investment in such investment would be significantly reduced or even eliminated. The amount of debt financing may restrict the amount of funds available for distribution to investors. In addition, the terms of any debt financing may contain covenants that, among other things, might restrict our operations or activities or our investments.

If we draw on a line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target

We may enter into a credit facility in an effort to provide for a ready source of liquidity for any business purpose. There can be no assurances that that we will be able to obtain any lines of credit or other financing on financially reasonable terms, or at all. If we borrow to fund repurchases of Shares, our financial leverage will increase and may exceed our target leverage ratio. Our leverage may remain at the higher level until we receive additional net proceeds from the offering of Shares or generate sufficient operating cash flow or proceeds from asset sales to repay outstanding indebtedness.

Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to make distributions to our stockholders

Interest we pay on our loan obligations will reduce cash available for distributions. If we obtain variable rate loans, increases in interest rates could increase our interest costs, which could reduce our cash flows and our ability to make distributions to our stockholders. In addition, if we need to repay existing loans during periods of rising interest rates, we could be required to dispose of or refinance loans at times that may not permit realization of the maximum return on such assets.

For our borrowed money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.

We use borrowings, also known as leverage, to finance the acquisition of a portion of our investments with credit facilities and other borrowings, which may include repurchase agreements and CLOs. The use of leverage

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increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. If we use leverage to partially finance our investments, through borrowing from banks and other lenders, stockholders will experience increased risks when investing in us. If the value of our assets increases, leverage would cause the net asset value attributable to each Common Share to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leverage would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distribution payments. Leverage is generally considered a speculative investment technique. Our ability to execute our strategy using leverage depends on various conditions in the financing markets that are beyond our control, including liquidity and credit spreads.

We may use repurchase agreements to finance our CRE Debt Securities and Non-CRE Debt Securities, which may expose us to risks that could result in losses

We may use repurchase agreements as a form of leverage to finance our CRE Debt Securities and Non-CRE Debt Securities, and the proceeds from repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired from the proceeds received in connection with a repurchase agreement may decline below the price of the securities underlying the repurchase agreement that we have sold but remain obligated to repurchase. Repurchase agreements also involve the risk that the counterparty liquidates the securities we delivered to it under the repurchase agreements following the occurrence of an event of default under the applicable repurchase agreement by us. In addition, there is a risk that the market value of the securities interest we retain may decline. If the buyer of securities under a repurchase agreement were to file for bankruptcy or experiences insolvency, we may be adversely affected. Furthermore, our counterparty may require us to provide additional margin in the form of cash, securities or other forms of collateral under the terms of the derivative contract and the counterparty determines the value of the collateral held. Also, in entering into repurchase agreements, we bear the risk of loss to the extent that the proceeds of the repurchase agreement are less than the value of the underlying securities. In addition, the interest costs associated with repurchase agreements transactions may adversely affect our results of operations and financial condition, and, in some cases, we may be worse off than if we had not used such instruments.

We may use repurchase agreements to finance our Credit Assets, which may expose us to risks that could result in losses

We may use repurchase agreements as a form of leverage to finance our purchase of Credit Assets. Although each transaction under any repurchase agreements will have its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate, we remain exposed to the credit risk of each asset because we must purchase the asset from the applicable counterparty on a specified date. In addition, repurchase agreements involve the risk that the counterparty may liquidate the assets underlying the repurchase agreements following the occurrence of an event of default under the applicable repurchase agreement by us. Furthermore, the counterparty may require us to provide additional margin in the form of cash or other forms of collateral (with the value of such collateral determined by the counterparty) under the terms of the applicable repurchase agreement. In addition, the interest costs and other fees associated with repurchase agreement transactions may adversely affect our results of operations and financial condition, and, in some cases, we may be worse off than if we had not used such instruments.

The failure of SOFR to gain acceptance may adversely affect repurchase agreements we utilize

We may utilize repurchase agreements which utilize floating rates that are based on the secured overnight financing rate (“SOFR”). The Federal Reserve Bank of New York began to publish SOFR in April 2018. Although the Federal Reserve Bank of New York has also published historical indicative SOFR going back to

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2014, such historical indicative data inherently involves assumptions, estimates and approximations. Therefore, SOFR has limited performance history and no actual investment based on the performance of SOFR was possible before April 2018. SOFR may fail to gain market acceptance. SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar London interbank offered rate (“LIBOR”) in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable substitute or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect repurchase agreements we utilize.

Volatility in the financial markets and challenging economic conditions could adversely affect our ability to secure debt financing on attractive terms and our ability to service any future indebtedness that we may incur

Volatility in the global credit markets could make it more difficult for us to obtain favorable financing for investments. A widening of credit spreads, coupled with the extreme volatility of the global debt markets and a rise in interest rates, dramatically reduce investor demand for high yield debt and senior bank debt, which in turn could lead some investment banks and other lenders to be unwilling to finance new investments or to only offer committed financing for these investments on unattractive terms. Such unattractive terms could include requirements by lenders that we pay down or pay off any existing financing prior to them financing our new investments, which we may not have sufficient capital to do. Additionally, agreements with lenders may provide that our interest rate to them will be based on a predetermined rate plus an applicable spread, allowing the lender to adjust the spread adversely to us during time of market volatility. If the overall cost of borrowing increases, either by increases in the index rates or by increases in lender spreads, the increased costs may result in future acquisitions generating lower overall economic returns and potentially reducing future cash flow available for distribution. Disruptions in the debt markets negatively impact our ability to borrow monies to finance the purchase of, or other activities related to, real estate assets. Moreover, to the extent that such marketplace events are not temporary, they could have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. economy.

If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions to our stockholders

Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment is uncertain and may depend upon our ability to dispose of or refinance loans. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or dispose a particular loan at a price sufficient to make the balloon payment. Such a refinancing would be dependent upon interest rates and lenders’ policies at the time of refinancing, economic conditions in general and the value of the underlying properties in particular. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.

Restrictive covenants relating to our operations may have adverse effects on us

A credit facility lender may impose restrictions on us that would affect our ability to incur additional debt, originate loans, reduce liquidity below certain levels, make distributions to our stockholders and impact our flexibility to determine our operating policies and investment strategies. For example, our loan agreements may contain negative covenants that limit, among other things, our ability to distribute more than a certain amount of our net cash flow to the stockholders, dispose of or refinance loans and enter into transactions with affiliates. In addition, our loan agreements may contain negative covenants that limit leverage beyond certain amounts

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contrary to our leverage ratio goals. If we fail to meet or satisfy any of these covenants, we would be in default under such agreements, and a lender could elect to declare outstanding amounts due and payable, terminate its commitment, require the posting of additional collateral and/or enforce its interests against existing collateral.

In certain cases, we may execute a limited guarantee

It is expected that the financing arrangements with respect to our Credit Assets generally will require “bad boy” guarantees or may require limited principal recourse from us and in the event that any such guarantee is called, our assets could be adversely affected.

Risks Related to our Relationship with the Adviser and its Affiliates

We will depend on the Adviser and its key personnel

The Adviser’s ability to successfully manage our affairs currently depends on the experience, relationships and expertise of the senior management and other key employees of Invesco Real Estate who manage the Company. There can be no assurance that these individuals will remain employed by the Adviser or its affiliates, or otherwise continue to carry on their current duties throughout our term. The loss of the services of the Adviser, or employees of the Adviser, could have a material adverse effect on our operations.

We depend on the Adviser to select our investments and otherwise conduct our business, and any material adverse change in its financial condition or our relationship with the Adviser could have a material adverse effect on our business and ability to achieve our investment objectives

Our success is dependent upon our relationship with, and the performance of, the Adviser in the acquisition and management of our portfolio, and our corporate operations. The Adviser may suffer or become distracted by adverse financial or operational problems in connection with Invesco’s business and activities unrelated to us and over which we have no control. Should the Adviser fail to allocate sufficient resources to perform its responsibilities to us for any reason, we may be unable to achieve our investment objectives or to pay distributions to our stockholders.

The Adviser’s inability to retain the services of key real estate professionals could hurt our performance

Our success depends to a significant degree upon the contributions of certain key real estate professionals employed by the Adviser, each of whom would be difficult to replace. There is ever-increasing competition among alternative asset firms, financial institutions, private equity firms, investment advisers, investment managers, real estate investment companies, real estate investment trusts and other industry participants for hiring and retaining qualified investment professionals and there can be no assurance that such professionals will continue to be associated with us or the Adviser, particularly in light of our perpetual-life nature, or that replacements will perform well. Neither we nor the Adviser have employment agreements with these key real estate professionals and they may not remain associated with us or the Adviser. If any of these persons were to cease their association with us or the Adviser, our operating results could suffer. Our future success depends, in large part, upon the Adviser’s ability to attract and retain highly skilled managerial, operational and marketing professionals. If the Adviser loses or is unable to obtain the services of highly skilled professionals, our ability to implement our investment strategies could be delayed or hindered.

The agreements entered into with the Adviser and other affiliates were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party

The compensation paid to the Adviser and other affiliates of Invesco for services they provide us was not determined on an arm’s-length basis. All service agreements, contracts or arrangements between or among Invesco and its affiliates, including the Adviser and us, were not negotiated at arm’s-length. Such agreements include the Advisory Agreement, Dealer Manager Agreement and any other agreements we may enter into with affiliates of the Adviser from time to time.

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There is a risk in the conflict of interest in the calculation of the Management Fee and Performance Fee by the Adviser in connection with our determination of NAV

The Adviser is paid a Management Fee and a performance fee (the “Performance Fee”) for its services that are based on the value of our portfolio of investments as determined in connection with our determination of NAV, which is calculated by the Adviser in accordance with our valuation guidelines. The calculation of our NAV includes certain subjective judgments with respect to estimating, for example, our accrued expenses, net portfolio income and liabilities, and therefore, our NAV may not correspond to realizable value upon a sale of those assets. The Adviser may benefit by us retaining ownership of our assets at times when our stockholders may be better served by the sale or disposition of our assets in order to avoid a reduction in our NAV. If our NAV is calculated in a way that is not reflective of our actual NAV, then the then-current transaction price of Common Shares on a given date may not accurately reflect the value of our portfolio, and Common Shares may be worth less than the then-current transaction price. The Performance Fee could motivate the Adviser, due to its affiliation with us, to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. In addition, because the Performance Fee will be calculated on the basis of our total return per share, which incorporates the movement of the NAV of our Common Shares, the Adviser may be awarded a Performance Fee in some instances due to market movements (rather than based on Adviser performance).

We do not own the Invesco name, but we may use it as part of our corporate name pursuant to a trademark sublicense agreement with an affiliate of Invesco

We have entered into a trademark sublicense agreement with the Adviser, as the sub-licensor, pursuant to which it has granted us a revocable, royalty-free, non-exclusive, non-transferable right and license to use the “Invesco” name as part of our corporate name in connection with activities associated with being a real estate investment trust. Under the sublicense agreement, we have a right to use this name for so long as the Adviser serves as our adviser and the trademark license agreement between Adviser and Invesco Holding Company Limited (“IHCL”) is not terminated. IHCL and its affiliates will retain the right to continue using the “Invesco” name. We will further be unable to preclude IHCL from licensing or transferring the ownership of the “Invesco” name to third parties, some of whom may compete with us. Consequently, we will be unable to prevent any damage to goodwill that may occur as a result of the activities of IHCL or others. Furthermore, in the event that the trademark sublicense agreement is terminated, we will be required to, among other things, change our name. Any of these events could disrupt our recognition in the marketplace, damage any goodwill we may have generated and otherwise harm our business.

General Risks

The past performance of the Adviser’s senior management is not a predictor of our future results

Neither the track record of the senior management of the Adviser nor the performance of the Adviser will imply or predict (directly or indirectly) any level of our future performance. Our performance is dependent upon future events and is, therefore, inherently uncertain. Past performance cannot be relied upon to predict future events due to a variety of factors, including, without limitation, varying business strategies, different local and national economic circumstances, different supply and demand characteristics, varying degrees of competition and varying circumstances pertaining to the real estate capital markets.

Possibility of future terrorist activity may have a negative effect on our business activities

The terrorist attacks of September 11, 2001, disrupted the U.S. financial and insurance markets and negatively impacted the U.S. economy in general, increasing many of the risks noted in this Registration Statement. The properties ultimately securing our loans and investments may be located in or near major metropolitan areas of the United States or near major metropolitan areas of international cities. Such properties or the areas in which they are located could be subject to future acts of terrorism. In addition to the potential direct

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impact of any such future act, future terrorist attacks and the anticipation of any such attacks could have an adverse impact on the U.S. and international financial and insurance markets and economy, thus harming leasing demand for and the value of the certain properties. It is not possible to predict the severity of the effect that such future events would have on the U.S. and international financial and insurance markets and economy or our investments. These events may have a negative effect on the business and performance results of the properties underlying our investments, including by raising insurance premiums and deductibles and limiting available insurance coverage.

It is possible that the economic impact of any future terrorist attacks will adversely affect the credit quality of some of our loans and investments. Some of our loans and investments will be more susceptible to the adverse effects than others, such as hotel loans, which may experience a significant reduction in occupancy rates following any future attacks. We may suffer losses because of the adverse impact of any future attacks and these losses may adversely impact investors’ returns.

Inflation risks may have an adverse impact on our returns

Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on the economies and financial markets, which may in turn affect the markets in which we invest. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Depending on the inflation assumptions relating to the cash flows anticipated from the assets underlying our investments, as well as the manner in which asset revenue is determined with respect to such asset, returns from assets may vary as a result of changes in the rate of inflation. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on our returns.

Litigation outcomes may have an adverse impact on us

In the ordinary course of our business, we may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect our value and may continue without resolution for long periods of time. Any litigation may consume substantial amount of time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. The expense of defending claims against us and paying any amounts pursuant to settlements or judgments would be borne by us and would reduce net assets. The Board will be indemnified by us in connection with such litigation, subject to certain conditions.

Insurance may not cover all the risks associated with us

There can be no assurance that insurance will be available or sufficient to cover all of our risks. The insurance industry is currently in an unpredictable state, and, as a result, the actual premiums and deductibles payable by the Company may be substantially different than the Adviser’s projections of premiums and deductibles. In the future, we may acquire the real estate assets securing or related to our loans and investments and then become responsible for the costs of insurance. Losses of a catastrophic nature, such as those caused by hurricanes, flooding, volcanic eruptions and earthquakes, among other things, or losses as a result of outbreaks of pandemics or acts of terrorism, may be covered by insurance policies with limitations such as large deductibles or co-payments that we may not be able to pay. Insurance proceeds may not be adequate to restore an affected property to its condition prior to a loss or to compensate us for our losses, including lost revenues or other costs.

The Adviser may have to make investment decisions on an expedited basis

Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited, and they may not have access to detailed

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information regarding the investment. Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may adversely affect an investment. In addition, the Adviser expects to rely upon independent consultants in connection with its evaluation of proposed investments, and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants. The Board may have to undertake its duties on a similar expedited basis, which could lead to similar decision-making limitations.

If we acquire a controlling interest in a security it may be exposed to additional risk of loss

If we are required to foreclose on our security to protect our investment, we may have a controlling interest in such security. The exercise of control over an entity can impose additional risks of liability for environmental damage, failure to supervise management, violation of government regulations (including securities laws) or other types of liability in which the limited liability characteristic of business ownership may be ignored. For instance, the real properties underlying our loans and investments will be subject to U.S. federal and state environmental laws, regulations and administrative rulings which, among other things, establish standards for the treatment, storage and disposal of solid and hazardous waste. Real property owners are subject to U.S. federal and state environmental laws which impose joint and several liability on past and present owners and users of real property for hazardous substance remediation and removal costs. Therefore, we may be exposed to substantial risk of loss from environmental claims arising in respect of any foreclosed real properties underlying the loans and investments with undisclosed or unknown environmental problems or as to which inadequate reserves have been established.

There are additional risks associated with unspecified transactions

Stockholders will be relying on the ability of the Adviser to identify and evaluate the investments to be made by us. Because such investments may occur over a substantial period of time, we face the risks of changes in long-term interest rates and adverse changes in the real estate and financial markets.

Investments may be subject to usury limitations

Interest charged on loans we own may be subject to state and foreign usury laws imposing maximum interest rates and penalties for violation, including restitution of excess interest and unenforceability of debt.

Speculative nature of investments could result in a loss of capital

The investments to be made by the Company may be speculative in nature, and the possibility of partial or total loss of capital will exist. Stockholders should not subscribe to or invest in us unless they can readily bear the consequences of such loss.

We may not have control over our investments

In certain circumstances, we may co-invest with third parties through loan participations or partnerships, joint ventures or other entities, thereby acquiring non-controlling shares in certain investments. We may not have control over these investments and therefore may have a limited ability to protect our position therein. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that the participating lender or a third party partner or co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with or adverse to ours, or may be in a position to take action contrary to our investment objectives. In addition, we may in certain circumstances be liable for the actions of our third-party partners, loan participants or co-venturers.

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We will not have operating control of underlying investments

The day-to-day operations of the real estate companies and properties underlying our debt investments will be the responsibility of the owners and developers of such companies and properties. There can be no assurance that the owners and developers will be able to operate the underlying companies or properties in accordance with their business plans or our expectations.

The ongoing effects of the COVID-19 pandemic on economic conditions is uncertain and may adversely affect our business

Our business has been and could in the future be adversely affected by health epidemics, such as the COVID-19 pandemic. The COVID-19 pandemic has caused and may continue to cause significant disruptions to the U.S. and global economies, may further contribute to volatility and instability in financial markets, and may have material and adverse effects on our business, results of operations and financial performance.

Our business may be adversely affected by unfavorable or changing economic, market, and political conditions

A return to a recessionary period, elevated inflation, adverse trends in employment levels, geopolitical instability or conflicts (including the hostilities between Russia and Ukraine), trade or supply chain disruptions, economic or other sanctions, uncertainty regarding the breach of the U.S. debt ceiling or a sustained capital market correction could have an adverse effect on our business, including on the value of our investments and collateral securing our financing, which can impact our liquidity. Any deterioration of the real estate market as a result of these conditions may cause us to experience losses related to our assets and to sell assets at a loss.

Our business may be adversely affected by the impact on the financial markets due to recent bank failures

Recent bank failures in the United States and elsewhere could have far-reaching effects on the U.S. and other financial markets, including widespread failures of financial institutions, limited availability of credit, counterparty credit risks and adverse effects on issuers of debt and equity and other assets in which we invest and other instruments to which we have exposure, as well as the broader economy. Any or all of these developments may have a material adverse effect on us; for example, fluctuations in the market prices of securities and/or interest rates may adversely affect the value of our portfolio of Credit Assets and/or increase the inherent risks associated with an investment in the Credit Assets and other investments. The ability of assets securing our Credit Assets to refinance may depend on their ability to obtain additional financing. Any deterioration of the global debt markets or the credit ratings of certain investors (including, without limitation, sovereign nations), any possible future failures of certain financial services companies or a significant rise in interest rates, taxes or market perception of counterparty default risk will likely significantly reduce investor demand for Company-level financing and similar types of liquidity for investment grade, high-yield, and senior and other types of bank debt. This, in turn, is likely to result in some potential lenders being unable or unwilling to finance new investments, to provide working capital or to provide financing for other purposes permitted under the Advisory Agreement or to be willing to provide such financing only on terms less favorable than those that had been available in the recent past. As of the date of this Registration Statement, certain U.S. banks have experienced liquidity issues related to, among other factors, rising interest rates. It is currently unknown the extent to which these events will affect the availability of financing for commercial real estate. While disruption in the capital markets could enhance our ability to originate or acquire debt investments on attractive terms, a component of our investment strategy rests on our ability to obtain financing for our investments and operations on terms accretive to our investment strategy. A lack of such financing would adversely affect our ability to achieve our investment objectives.

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Sustainability risks may have a greater impact on us than that assessed by the Adviser

We may be affected by the impact of a number of sustainability factors, also referred to as environmental, social and governance (“ESG”) factors, on real estate assets securing or related to loans originated by us or other investments in which we invest (“sustainability risks”). The reach of sustainability themes may be broad and this subsection is therefore not an exhaustive list of all risks related to ESG factors which could have a negative impact (whether or not material) on the value of an underlying or related real estate asset and therefore adversely impact our returns.

The real estate assets securing or related to our loans and investments may be negatively affected by the exposure to environmental conditions such as droughts, famines, floods, storms and other climate change and environmental-related events; although a number of these risks may be insurable, it is not guaranteed that the insurance coverage may in all cases be adequate and losses connected to these events may be material. In addition, the actions taken on the real estate assets securing or related to our loans to improve such real estate asset’s sustainability profile, such as energy efficiency, clean energy production and consumption, waste reduction and water treatment typically impose significant short-term costs. Similarly, social initiatives and the adherence to high governance standards, for example in the areas of transparency, corporate governance, management of conflicts of interest and fair remuneration principles may require material investments and effort where economic returns may be uncertain. Any decrease in value or significant costs and investments affecting the assets securing or related to loans originated by us or in which we invest may result in a borrower’s default or inability to pay amounts due on a loan, which would, in turn, adversely impact our returns.

Prospective investors should consider the adverse impacts that our investments may have on sustainability themes: the failure to support assets which provide a positive contribution to the sustainability factors or to support the generation of a negative impact may result in a number of negative fallouts ranging from reputational damages and, in some circumstances, fines and direct economic consequences from ESG related regulatory requirements that range from energy performance standards to mandatory disclosure.

We may also be negatively impacted (e.g., from a reputational point of view) if we do business with parties who fail to meet key ESG targets or make misleading statements with respect to ESG related objectives. In the event a counter-party of ours, or the real estate securing an investment of ours, uses manipulation or misinformation to bolster its ESG claims, we could be negatively impacted through no fault of our own.

Stockholders may differ in their views of whether or how ESG matters should be addressed and, as a result, we may invest in investments or manage our investments in a manner that does not reflect the beliefs and values of any particular investor. In considering investment opportunities and making ongoing decisions with respect to our investments, including decisions relating to follow-on investments, the Adviser may consider certain ESG factors. We may forego particular investments that do not meet certain ESG criteria or present material ESG risk that we may otherwise have made if we were seeking to make investments solely on the basis of financial returns. Further, it is possible that our investments are unable to obtain or realize the intended ESG outcomes.

Climate change and regulations intended to control its impact may affect the value of the real estate assets securing or related to loans we originated or in which we invest. We and the Adviser cannot predict the long-term impacts on real estate assets from climate change or related regulations. Laws enacted to mitigate climate change could increase energy costs, could make some buildings of property owners obsolete or cause such owners to make material investments in their properties to meet carbon or energy performance standards, which could materially and adversely affect the value of older properties underlying or relating to our investments. Climate change may also have indirect effects on property owners by increasing the cost of (or making unavailable) property insurance. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes or tenant preferences for “green” buildings, may cause property owners to incur additional costs when renovating older properties. Any decrease in value or significant costs and investments affecting the assets securing or related to loans originated by us or in which we invest may result in a

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borrower’s default or inability to pay amounts due on a loan, which would, in turn, adversely impact our returns. There can be no assurance that climate change will not have a material adverse effect on our assets, operations or business.

There can be no guarantee that the actual impact of the sustainability factors on our returns will not be materially greater than the impact assessed or expected by the Adviser.

There are risks relating to admission of ERISA investors to us

The Adviser intends to conduct our operations so that our assets will not be deemed to constitute “plan assets” of Benefit Plan Investors. If, however, we were deemed to hold “plan assets” of Benefit Plan Investors, (i) if any such Benefit Plan Investors are subject to ERISA, ERISA’s fiduciary standards would apply to us and might materially affect our operations, and (ii) any transaction with us could be deemed a transaction with each Benefit Plan Investor and may cause transactions into which we might enter in the ordinary course of business to constitute prohibited transactions under ERISA and/or Section 4975 of the Code. In order to avoid having our assets treated as “plan assets,” the Adviser may seek to manage our assets and activities so as to qualify as an “operating company,” and that may adversely affect our operations. For example, the Adviser may decide not to make an otherwise favorable investment because it would not count as a qualifying investment for purposes of the operating company requirements, or the Adviser may decide to liquidate a given investment at an otherwise disadvantageous time based on these requirements. As an alternative means of avoiding our assets being treated as “plan assets,” the Adviser may seek another exception to holding “plan assets”. For example, the Adviser may restrict the acquisition, redemption and transfer of Shares to ensure that the ownership interest of Benefit Plan Investors does not become “significant” with respect to any Class of our equity interests (and such restrictions could delay or preclude an investor’s ability to redeem or transfer its Shares), in addition to causing our early termination.

There is very little authority regarding the application of ERISA and the regulations issued thereunder to entities such as ourselves, and there can be no assurance that the U.S. Department of Labor or the courts would not take a position or promulgate additional rules or regulations that could significantly impact the “plan asset” status of the Company.

Failure to properly comply with securities law and Investment Company Act may have a material adverse effect on us

We offered Shares in a private offering exempt from registration under the Securities Act. Should Shares be offered outside of the private offering exemption under the Securities Act, we could experience adverse consequences. In addition, we are not registered and do not intend to register as an investment company under the Investment Company Act. Accordingly, we do not expect to be subject to the restrictive provisions of the Investment Company Act. If we were to become subject to the Investment Company Act because of a change of law or otherwise, the various restrictions imposed by the Investment Company Act (including a substantial reduction in our ability to use leverage) and the substantial costs and burdens of compliance therewith could adversely affect our operating results and financial performance, and we may be unable to conduct our business as described herein. Moreover, parties to a contract with an entity that has improperly failed to register as an investment company under the Investment Company Act may be entitled to cancel or otherwise void their contracts with the unregistered entity. Any such failure to qualify for such exemption could have a material adverse effect on us.

Failure to identify and exclude bad actors could disqualify us from relying on certain rules on which we rely

We are offering Common Shares in a private offering, not registered under the Securities Act, or any other securities laws, including state securities or blue sky laws. The Shares were offered in reliance upon the exemption from registration thereunder provided by Section 4(a)(2) of the Securities Act and Rule 506 of

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Regulation D promulgated under the Securities Act. If certain persons and entities involved with the offering of the Shares, including any stockholder holding (20%) or more of a fund’s outstanding voting equity securities, are or have been subject to certain criminal convictions, SEC disciplinary orders, court injunctions or similar adverse events (collectively, “bad act determinations”), then in certain instances we may be disqualified from relying upon Rule 506. There is no assurance that efforts to exercise reasonable care to identify and exclude bad actors from participating in the offering will be deemed to be sufficient to comply with these requirements. If we were disqualified from relying upon the exemption from registration provided in Rule 506, there may not be another exemption from registration available under the Securities Act and, consequently, we may not have an exemption from registration under any state securities or blue sky laws. If these exemptions from registration were unavailable, then we may be subject to, and incur significant costs related to, enforcement actions and rescission rights may be available to the stockholders, which if exercised, may require us to liquidate assets earlier and on less advantageous terms than were anticipated at underwriting and/or may cause us to have a more limited amount of capital available for investment, impairing our ability to assemble, manage, retain and harvest a complete and balanced portfolio.

If we were required to register as an investment company, we would be subject to substantial regulation and a failure to comply would have a material adverse effect on us. Moreover, the SEC has proposed a new private funds rule, which if enacted, would impose additional obligations on us

As noted above, we intend to conduct our operations so that neither we nor any of our subsidiaries (including the Operating Partnership) is an investment company under the Investment Company Act. However, there can be no assurance that we or our subsidiaries will be able to avoid operating as an investment company.

A change in the value of any of our assets could negatively affect our ability to avoid operating as an investment company or to comply with any exception from the definition of investment company under the Investment Company Act. To avoid operating as an investment company, or to comply with the applicable exception from the definition of investment company under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategies.

If we were required to register as an investment company, we would become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, including disclosure requirements and restrictions with respect to diversification and industry concentration, and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to originate loans or make certain investments and require us to significantly restructure our business plan, which could materially adversely affect our NAV and our ability to pay distributions to our stockholders. If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could impose a receiver to take control of and liquidate our company.

Moreover, even if we were to avoid operating as an investment company, the similarity of our investment program to other investment funds sponsored, managed or advised by the Adviser could result in additional compliance requirements, costs or obligations to us, the Adviser or the Adviser’s affiliates.

In February 2022, the SEC voted to propose new rules and amendments (collectively, the “SEC Proposed Rule”) to existing rules under the Investment Advisers Act of 1940 specifically related to registered advisers and their activities with respect to certain private funds. If enacted, the SEC Proposed Rule could have a significant impact on Invesco and potentially us. In particular, the SEC has proposed to limit circumstances in which a fund

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manager can be indemnified by a private fund; increase reporting requirements by private funds to investors concerning performance, fees and expenses; require registered advisers to obtain an annual audit for private funds and also require such fund’s auditor to notify the SEC upon the occurrence of certain material events; enhanced requirements, including the need to obtain a fairness opinion and make certain disclosures, in connection with adviser-led secondary transactions (also known as GP-led secondaries); prohibit advisers from engaging in certain practices, such as, without limitation, charging accelerated fees for unperformed services or fees and expenses associated with an examination to private fund clients and seeking reimbursement, indemnification, exculpation or otherwise limiting an adviser’s liability for certain activities; and impose limitations and new disclosure requirements regarding preferential treatment of investors in private funds in side letters or other arrangements with an adviser.

Although we do not intend to be treated as a private fund, the Adviser generally expects to manage our portfolio of Credit Assets and CRE Debt Securities in a manner similar to private funds advised by the Adviser. Under the SEC Proposed Rule, our activities could become subject to additional reporting or restrictions, which in turn could result in additional obligations to monitor for, report or conduct other compliance-related activities relating to our investments. Any such additional compliance obligations could increase our operating expenses and could otherwise divert the attention of Invesco’s professionals from our investment objectives.

If adopted, including with modifications, the SEC Proposed Rule could have a significant impact on private fund advisers and their operations, including increasing compliance burdens and associated regulatory costs, reducing the ability to receive expense or indemnification reimbursements, and enhancing the risk of regulatory action, including public regulatory sanctions and may result in a change to Invesco’s and/or our business practices and create additional regulatory uncertainty. Further, the adoption of the SEC Proposed Rule could also significantly increase the cost of insurance, specifically D&O and E&O insurance, or may make such insurance coverage unavailable.

Failure to obtain and maintain an exemption from being regulated as a commodity pool operator could subject us to additional regulation and compliance requirements that could materially adversely affect our business, results of operations and financial condition

Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or any change in our operations necessary to maintain our ability to rely upon an applicable exemption from being regulated as a commodity pool operator could adversely affect our ability to implement our investment program, conduct our operations or achieve our objectives and subject us to certain additional costs, expenses and administrative burdens. Furthermore, any determination by us to cease or to limit investing in interests that may be treated as “commodity interests” to comply with the regulations of the CFTC may have a material adverse effect on our ability to implement our investment objectives and to hedge risks associated with our operations.

Political changes may affect the real estate-related securities markets

The current regulatory environment in the United States may be impacted by future legislative developments.

The outcome of elections creates uncertainty with respect to legal, tax and regulatory regimes in which we and our investments, as well as the Adviser and its affiliates, will operate. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the investment management industry, tax law, immigration policy or government entitlement programs could have a material adverse impact on us and our investments.

Risks Related to Conflicts of Interest

Certain conflicts of interest are discussed below. Our stockholders should be aware that there will be occasions when the Adviser and its affiliates will encounter conflicts of interest in connection with their

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relationship to us. The below discussion enumerates certain conflicts of interest. There can be no assurance that Invesco, the Adviser and its affiliates will resolve all conflicts of interest in a manner that is favorable to us and our stockholders.

Various potential and actual conflicts of interest will arise, and these conflicts may not be identified or resolved in a manner favorable to us

Various potential and actual conflicts of interest will arise as a result of our overall investment activities and the overall investment activities of Invesco, Invesco Distributors, Inc. (the “Dealer Manager”), the Adviser and their affiliates. Invesco may in the future engage in further activities that may result in additional conflicts of interest not addressed below. If any matter arises that we and our affiliates (including the Adviser) determine in our good faith judgment constitutes an actual conflict of interest, we and our affiliates (including the Adviser) may take such action as we determine in good faith may be necessary or appropriate to ameliorate the conflict. Transactions between us and Invesco or its affiliates will require approval by the Board, including a majority of our independent directors. There can be no assurance that the Board or Invesco will identify or resolve all conflicts of interest in a manner that is favorable to us.

Certain principals and employees may be involved in and have a greater financial interest in the performance of Other Invesco Accounts, and such activities may create conflicts of interest in making investment decisions on our behalf

Certain of the principals and employees of the Adviser or the Dealer Manager may be subject to a variety of conflicts of interest relating to their responsibilities to us and the management of our business and the distribution of Shares in any offering of Shares. Such individuals may serve in an advisory capacity to Other Invesco Accounts or other investment vehicles, as members of an investment or advisory committee or a board of directors (or similar such capacity) for one or more investment funds, corporations, foundations or other organizations, and may participate in the distribution of the securities of other issuers, including those that have investment objectives similar to ours. Such positions may create a conflict between the services and advice provided to such entities and the responsibilities owed to us. The Other Invesco Accounts or other investment funds in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain principals and employees of the Adviser or the Dealer Manager may have a greater financial interest in the performance of such other funds or accounts than our performance.

We may co-invest with Invesco affiliates and such investments are at times in different parts of the capital structure of an issuer and involve conflicts of interest

We may co-invest, through loan participations, or otherwise, with Other Invesco Accounts in Credit Assets that are suitable for both us and such Other Invesco Accounts. We or the Other Invesco Accounts make and hold investments at different levels of an issuer’s capital structure, which includes us making investments directly or indirectly relating to portfolio entities of Other Invesco Accounts and vice versa. To the extent we hold interests or loans that are different (including with respect to their relative seniority) than those held by such Other Invesco Accounts, the Adviser and its affiliates will be presented with conflicts of interest. Other Invesco Accounts may also participate from time to time in a separate tranche of a financing with respect to an issuer/borrower in which we have an interest creating potentially conflicting loyalties between the Adviser’s duties to us and to other affiliates. In that regard, actions may be taken for the Other Invesco Accounts that are adverse to us. Furthermore, we may participate in investments related to the financing or refinancing of loan investments or portfolios held or proposed to be acquired by certain Other Invesco Accounts. While our participation in connection with any such investments and transactions are expected to be negotiated by third parties on market prices, such investments and transactions will give rise to potential or actual conflicts of interest.

There can be no assurance that any conflict will be resolved in our favor. Conflicts can also be expected to arise in determining the amount of an investment, if any, to be allocated among potential investors and the

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respective terms thereof. There can be no assurance that the return on our investment will be equivalent to or better than the returns obtained by the other affiliates participating in the transaction. In addition, it is anticipated that in a bankruptcy proceeding our interest will likely be subordinated or otherwise adversely affected by virtue of such Other Invesco Accounts’ involvement and actions relating to such investment. For example, in circumstances where we hold a junior mezzanine interest in a Credit Asset, holders of more senior classes of debt issued by such entity (which may include Other Invesco Accounts) may take actions for their benefit (particularly in circumstances where such issuer faces financial difficulty or distress) that further subordinate or adversely impact the value of our investment in such issuer.

In connection with negotiating loans, bank or securitization financings in respect of our assets or originations, Invesco will generally obtain the right to participate on its own behalf (or on behalf of vehicles it manages) in a portion of the financings with respect to such Invesco-sponsored transactions (including transactions where the underlying collateral includes property owned by Other Invesco Accounts) upon a set of terms already negotiated and agreed of third parties. We do not believe that this arrangement has an effect on the overall terms and conditions negotiated with the arrangers of such senior loans other than as described in the preceding sentence. If we make or have an investment in a property in which an Other Invesco Account has a mezzanine or other debt investment, or vice versa, Invesco may have conflicting loyalties between its duties to us and to other affiliates. Such investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by such entities. Because of the affiliation with Invesco, the Adviser may have a greater incentive to invest in Invesco-sponsored financings (as compared to real estate-related financings sponsored by other real estate firms or financial sponsors).

The Adviser may face conflicts of interests in choosing our service providers and certain service providers may provide services to the Dealer Manager, the Adviser or Invesco on more favorable terms than those payable by us

Certain advisors and other service providers or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, title agents, property managers and investment or commercial banking firms) that provide goods or services to us, Invesco or certain entities in which we have an investment may also provide goods or services to or have business, personal, financial or other relationships with Invesco and its other businesses. Such advisors and service providers referred to above may be investors in us, affiliates of the Dealer Manager or the Adviser, sources of financing and investment opportunities or co-investors or commercial counterparties or entities in which Invesco or Other Invesco Accounts have an investment, and payments by us may indirectly benefit Invesco or such Other Invesco Accounts. In addition, certain employees of Invesco may have family members or relatives employed by such advisors and service providers. The Adviser or its affiliates may also provide administrative and other services to us. These relationships may influence us, Invesco or the Adviser in deciding whether to select or recommend such a service provider to perform services for us or a portfolio property (the cost of which will generally be borne directly or indirectly by us or such portfolio property, as applicable).

Notwithstanding the foregoing, transactions relating to us that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the Adviser believes to be of benefit to us. Advisers and service providers, or their affiliates, often charge different rates or have different arrangements for different types of services. With respect to service providers, for example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the service provider. Therefore, to the extent the types of services used by us are different from those used by Invesco, the Adviser or its affiliates may pay different amounts or rates than those paid by us.

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Invesco, the Adviser and their affiliates engage in a broad range of activities and such activities may conflict with our interests

Invesco, the Adviser and their affiliates engage in a broad spectrum of activities, including a range of activities relating to investments in the real estate industry, and have invested or committed billions of dollars in capital through various investment funds, managed accounts and other vehicles affiliated with Invesco. In the ordinary course of their business activities, Invesco, the Adviser and their affiliates may engage in activities where the interests of certain divisions of Invesco and its affiliates, including the Adviser, or the interests of their clients, may conflict with our interests and those of our stockholders. Certain of these divisions and entities affiliated with the Adviser and its affiliates have or may have investment objectives or guidelines similar to our investment guidelines and therefore may compete with us. In particular, Invesco Real Estate invests in a broad range of real estate-related debt investments on behalf of numerous investment funds, managed accounts and other vehicles. If any matter arises that the Adviser and its affiliates determine in their good faith judgment constitutes an actual conflict of interest, the Adviser and its affiliates may take such action as they determine in good faith may be necessary or appropriate to ameliorate the conflict. Transactions between us and Invesco or its affiliates will require approval by the Board, including a majority of independent directors. There can be no assurance that the Board or Invesco will identify or resolve all conflicts of interest in a manner that is favorable to us and our stockholders.

Conflicts of interest may arise for the Adviser and its affiliates with respect to its clients on the one hand, and us on the other hand

The Adviser and its affiliates have existing and potential relationships with a significant number of corporations, institutions and individuals. In providing services to its clients and us, the Adviser may face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand, and us, the stockholders or the entities in which we invest, on the other hand. The Adviser and its affiliates also will face conflicts of interest in connection with any purchase or sale transactions involving (1) us or our subsidiaries and (2) a client of the Adviser or an entity that has a financial or other interest in Invesco Ltd., the parent company of the Adviser, or in any of its affiliates (each, an “Interested Party”), including with respect to the consideration offered by or to, and the obligations of, such client or Interested Party. In addition, other clients of the Adviser may own equity interests in real estate and real estate related assets, interests in loans with real estate assets as the underlying collateral or other interests in real estate and real estate related assets. In determining whether to pursue a particular transaction on our behalf, these relationships could be considered by the Adviser, and there may be certain potential transactions that will not be pursued on behalf of us in view of such relationships. As a result, there can be no assurance that all potentially suitable investment opportunities that come to the attention of the Adviser will be made available to us. In addition, we may co-invest with Interested Parties and clients of the Adviser in particular investment opportunities, and the relationship of the Adviser and its affiliates with such clients or such Interested Party(ies) may influence the decisions made by the Adviser with respect to such investments.

We also may make a loan to a borrower in connection with the acquisition, refinancing or redemption by such borrower or other party of a property (including, without limitation, direct and/or indirect equity, preferred equity and/or other interests in a property) from or of a client, an Interested Party or an affiliate or former affiliate of the Adviser or to a borrower which is affiliated with current, former or prospective partners, clients or Interested Parties (including, without limitation, members of the Board, stockholders and/or their affiliates), vendors or other counterparties of affiliates of the Adviser, or to a borrower that is an Interested Party. In addition, we (or a subsidiary of ours) may incur indebtedness from lenders that are affiliated with current, former or prospective stockholders and/or their affiliates, vendors or other counterparties of affiliates of the Adviser, or from lenders that are Interested Parties. The Adviser and/or its affiliates, including any director affiliated with the Adviser, may have an incentive to seek, refer or recommend such loans or indebtedness to us, to cause us to make such loans, to cause us to incur such indebtedness or to agree on terms with respect to such loans or indebtedness that are not as favorable as might be obtained with respect to other loans or indebtedness as a result

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of such relationships. Further, the Adviser and any director affiliated with the Adviser will have conflicts of interest in deciding how to make decisions with respect to such loans and indebtedness (including with respect to decisions as to whether or not to refinance such loan or repay such indebtedness). We may also seek to refinance our loan portfolio by securitizing such loans and other credit instruments, for ultimate sale to others including Interested Parties. Use of such financing tactics could create potential conflicts of interest (see the Section entitled “Strategy Overview” and the risk entitled “We will invest in whole loans, and may securitize such whole loans and retain only a portion of the resulting interests” for additional detail).

Invesco’s policies and procedures may prevent it from pursuing certain investment opportunities that would be attractive to us

Specified policies and procedures implemented by Invesco and its affiliates, including the Adviser, which seek to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce Invesco’s, the Adviser’s and their affiliates’ ability to pursue attractive origination, financing and investment opportunities (including investment opportunities of ours). Because Invesco has many different businesses, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. For example, Invesco may come into possession of material non-public information with respect to companies that are Invesco’s and its affiliates’ advisory clients in which the Adviser may be considering making an investment. As a consequence, that information, which could be of benefit to the Adviser, and therefore us, might become restricted to those other businesses and otherwise be unavailable to the Adviser, and could also restrict the Adviser’s activities. Additionally, the terms of confidentiality or other agreements with or related to companies in which any investment vehicle of Invesco has or has considered making an investment or which is otherwise an advisory client of Invesco and its affiliates may restrict or otherwise limit the ability of Invesco or its affiliates, including the Adviser, to engage in businesses or activities competitive with such companies.

Minority investments of Other Invesco Accounts in transactions with which we also engage may result in conflicts which may not be resolved in our favor

Certain Other Invesco Accounts may also make minority investments in third-party investment managers or their investment vehicles with which we may engage in various transactions from time to time, including purchases or loan repayments or borrowing or lending transactions. Although these third-party investees may not be deemed to be affiliates of Invesco due to the limited voting rights or other terms of the investments made by such Other Invesco Accounts, such Other Invesco Accounts would have an indirect economic interest in any transactions between us and such third-party investees. Our stockholders will not share in any of the economic interest of such Other Invesco Accounts in such transactions. There can be no assurance that any conflict will be resolved in our and our stockholders’ favor and Invesco may be required to take action where it will have conflicting loyalties between its duties to us and to Other Invesco Accounts, which may adversely impact us and our stockholders.

Investment professionals employed by the Adviser or its affiliates may pursue different strategies for different investment vehicles

At times, the investment professionals employed by the Adviser or its affiliates and other investment vehicles affiliated with the Adviser or Invesco may determine that an investment opportunity may be appropriate for only some of the accounts, clients, entities, funds or investment vehicles for which he or she exercises investment responsibility, or may decide that certain of the accounts, clients, entities, funds or investment vehicles should take differing positions with respect to a particular security. In these cases, the investment professionals may place separate transactions for one or more accounts, clients, entities, funds or investment vehicles which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts, clients, entities, funds or investment vehicles. For example,

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an investment professional may determine that it would be in the interest of another account to sell a security that we hold long, potentially resulting in a decrease in the market value of the security held by us.

There may be variations in the financial and other benefits among us and other vehicles managed by the Adviser or its affiliates

A conflict of interest arises where the financial or other benefits available to the Adviser or its affiliates differ among the accounts, clients, entities, funds or investment vehicles that it manages. If the amount or structure of the management fee or the Adviser’s or its affiliates’ compensation differs among accounts, clients, entities, funds or investment vehicles (such as where certain funds or accounts pay higher base management fees, incentive fees, performance-based management fees or other fees), the Adviser might be motivated to help certain accounts, clients, entities, funds or investment vehicles over others. Similarly, the desire to maintain assets under management or to enhance the Adviser’s performance record or to derive other rewards, financial or otherwise, could influence the Adviser or its affiliates in affording preferential treatment to those accounts, clients, entities, funds or investment vehicles that could most significantly benefit the Adviser or its affiliates. The Adviser may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts, clients, entities, funds or investment vehicles. Additionally, the Adviser or its affiliates might be motivated to favor accounts, clients, entities, funds or investment vehicles in which it has an ownership interest or in which Invesco or its affiliates have ownership interests. Conversely, if an investment professional at the Adviser or its affiliates does not personally hold an investment in the fund but holds investments in other Invesco affiliated vehicles, such investment professional’s conflicts of interest with respect to us may be more acute.

Our investment activities may be affected by Invesco’s advisory and other relationships

Invesco will be under no obligation to decline any engagements or investments to make an investment opportunity available to us. In connection with its investment advisory and other businesses, Invesco may come into possession of information that limits its ability to engage in potential transactions. Our activities may be constrained because of the inability of Invesco personnel to use such information. For example, employees of Invesco not serving as employees of the Adviser or its affiliates may be prohibited by law or contract from sharing information with Invesco Real Estate. We may be forced to sell or hold existing investments as a result of investment advisory or other relationships that Invesco may have or transactions or investments Invesco and its affiliates may make or have made. Additionally, there may be circumstances in which one or more individuals associated with Invesco will be precluded from providing services to the Adviser because of certain confidential information available to those individuals or to other parts of Invesco.

The Adviser may make certain Company investments available for co-investment to its affiliates or other third parties

If the Adviser determines that a co-investment or co-origination partner makes sense for a particular Company loan or investment, the Adviser may, but will not be obligated to, make such investment opportunity available to affiliates of the Adviser, Interested Parties, or to third parties, including other clients of the Adviser and its affiliates, third-party sponsors and other investors. If a potential co-investment opportunity allocated to a particular rotation log (as described in more detail in the risk factor entitled “Investment opportunities will be allocated between us and Other Invesco Accounts” below) may be suitable for one or more clients advised or managed by the Adviser or one of its affiliates on such log, the allocation will be made following the same allocation and rotation process discussed in the risk factor entitled “Investment opportunities will be allocated between us and Other Invesco Accounts” below, and factors such as commitment size, timing of subscription, market terms, transaction fees and the ability of the Adviser’s or its affiliates’ clients to execute will be considered.

When structuring a co-investment with us, we may co-invest through partnerships, joint ventures or other entities with third parties that may have economic or business interests or objectives that are different than or

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conflict with those of ours. Such co-investments may involve risks in connection with such third-party involvement, including the possibility that a third party co-investor may have financial difficulties, resulting in a negative impact on the portfolio investment or the failure by such third party co-investor to pay amounts that may be owed to us, and any such third party co-investor may have economic or business interests or objectives that are different than or conflict with those of ours or may be in a position to take (or block) actions contrary to our investment objectives. The management of such investments in certain instances may not be fully or even partially controlled by the Adviser. In addition, we may in certain circumstances be liable for actions of our third-party co-venturers or partners.

A co-investor may or may not pay fees or performance compensation to the Adviser or its affiliates in respect of such investments. Costs associated with co-investments between us and one or more clients of the Adviser or its affiliates (including “dead deal” costs) generally will be allocated proportionately, unless an executed agreement between the parties’ states otherwise. Costs with respect to co-investments between us and one or more third parties may also be shared proportionately if so agreed upon by the parties in definitive and binding documentation with respect to the investment opportunity. Accordingly, we may be required to bear all of the fees, costs and expenses relating to co-investments (whether or not such co-investment is consummated). Co-investors also may be required to bear their pro rata share of any guarantees provided by us with respect to any investment; provided, however, that any such obligation may be structured so that we provide such guarantees with respect to the entire investment and the co-investors’ agree to reimburse us for their pro rata share of liabilities incurred under such guarantees.

If we enter into a co-investment with (1) a client of the Adviser or its affiliates, (2) an affiliate of the Adviser, including any director affiliated with the Adviser or (3) an Interested Party, such transaction would lead to additional conflicts of interest. The terms of such co-investment may not be negotiated on an arm’s length basis and could favor one investor over the other due to facts and circumstances not currently contemplated by the Adviser, including a change in circumstances arising due to events that are outside of the control of the Adviser or us. Such co-investment opportunities will require approval by the Board, including a majority of independent directors. There can be no assurance that the Adviser or the Board will identify or resolve all conflicts of interest in a manner that is favorable to us and our stockholders.

Investment opportunities will be allocated between us and Other Invesco Accounts

The Adviser and its affiliates advise and manage, and in the future will continue to advise and manage Other Invesco Accounts having investment guidelines substantially the same in whole or in part as those of ours. In the event Invesco Real Estate identifies potential investment opportunities that also might be suitable for one or more Other Invesco Accounts, Invesco Real Estate will allocate such investment opportunities in what the Adviser believes is a fair and equitable manner over time, such decisions made at the Adviser’s discretion, in accordance with its policies and procedures.

As discussed in the section entitled “Business—Related Invesco Accounts,” the Adviser has implemented a policy whereby U.S. opportunities are rotated on various logs depending on the nature of the opportunity. These specific rotational logs and their related policies were designed to create a methodology for allocating investment opportunities that is fair and equitable to Invesco Real Estate’s clients over time, while balancing the needs of such clients to complete transactions on a cost-effective and timely basis. Invesco Real Estate clients seeking a co-investment on an opportunity may use their position on a particular rotation log for a transaction as long as they can meet the timing and other relevant conditions for such transaction. In determining a co-investment partner among other Invesco Real Estate clients, if applicable, the rotation log policies and procedures will apply.

We and other Credit-Focused Accounts will retain priority on the Adviser’s debt log for U.S. opportunities. Such U.S. opportunities will be rotated among the Credit-Focused Accounts where the client receiving the opportunity is rotated below the other Credit-Focused Accounts when an opportunity is secured. We, or other Credit-Focused Accounts may waive an opportunity if warranted based on a variety of factors described earlier.

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Follow-on transactions with the same borrower for the same collateral or new loans cross-collateralized with one or more existing loans made by one of the Adviser’s clients on the debt log will first be offered to such client and, if so awarded, not necessitate rotation to the bottom of the log for the client’s relative position thereon. Non-U.S. opportunities will be governed by policies and procedures of the Adviser’s affiliates. The fact that Invesco Real Estate has other clients could, among other adverse consequences, affect the availability of investments or obligations to us, including for non-U.S. opportunities. In addition, the fact that the Adviser operates other investment centers (in addition to Invesco Real Estate) could also affect the availability of, and opportunity to secure investments for, us. In particular, the different investment teams who operate the Adviser’s different investment centers pursue investment opportunities independently. As a result, Invesco Real Estate and one or more other investment centers may pursue the same or similar investment opportunities and, in some instances, compete against one another for opportunities that are also appropriate for Invesco Real Estate clients, including us. Accordingly, Invesco Real Estate may not always be successful in securing certain investments within our investment objectives and strategies. Over time, other investment centers of the Adviser may have access to, and source, investment opportunities that are more profitable to its clients than Invesco Real Estate has access to or can source for its clients, including us. The Board (including the independent directors) will monitor and review that the allocation methodology described above is applied fairly to us and our stockholders.

Invesco, the Adviser and their affiliates currently sponsor, manage and advise additional investment vehicles formed to permit certain investors to invest in us or in multiple Invesco-sponsored products (each, a “Client Investment Vehicle”) and may sponsor, manage or advise additional Client Investment Vehicles in the future. Each Client Investment Vehicle may invest in one or more commingled funds or other products managed or advised by the Adviser or its affiliates, including us. For Client Investment Vehicles that invest in multiple Invesco-sponsored products, the Adviser and its affiliates face conflicts of interest in allocating the capital of such Client Investment Vehicle among the various Invesco-sponsored products, including conflicts arising from differences in the net compensation to the Adviser and its affiliates from different products and conflicts arising from the investment or liquidity considerations of a Client Investment Vehicle and its participants. Investment decisions for such Client Investment Vehicles generally will be made within the parameters of the investment guidelines established for the particular Client Investment Vehicle, which will establish target investment allocations among the Invesco-sponsored products within its investment strategies. In addition, each Client Investment Vehicle is expected to have a single advisory fee (and, if applicable, a single performance fee) payable by the client or its participants regardless of the Invesco-sponsored products in which it invests. Nonetheless, conflicts relating to target allocations, and the timing of acquisitions and dispositions of shares in Invesco-sponsored products will exist.

Acquisitions or dispositions of investments could result in a conflict for the Adviser with respect to payments of certain fees

A conflict could also arise in connection with loan originations or the acquisition or disposition of credit instruments or the financing or refinancing of any particular credit instrument or loan, as it may be beneficial for the Adviser to delay or accelerate our acquisition, disposition, financing or refinancing to delay, accelerate or extend payment of the Management Fees or Performance Fees to the Adviser. To the extent that any of the transactions described above are effected, they will be subject to restrictions, including the Adviser’s policies and procedures relating to such transactions and requirements under applicable law.

Investments in Affiliated Funds could result in additional fees to the Adviser

Our investments in real estate-related securities may include investments in Affiliated Funds. The Adviser and its affiliates that manage, advise or are otherwise affiliated with the Affiliated Funds face potential conflicts of interest with respect to our investments in the Affiliated Funds, as such investments could earn the Adviser additional fees. Any investments we makes in the Affiliated Funds will be conducted in accordance with, and subject to, the terms and conditions of the Advisory Agreement and any investment guidelines or other governance policies adopted by the Board, which requires its approval, including a majority of independent

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directors. The value of any investments in Affiliated Funds will be excluded from our NAV for purposes of calculating the Management Fee we pay to the Adviser. We expect to bear or pay management fees, performance fees and/or transaction fees to affiliates of the Adviser as well as operating expenses as a result of any investment in an Affiliated Fund.

Conflicts may arise for the Adviser with respect to transactions with Adviser affiliates and other Invesco-related parties

An affiliate of the Adviser (the “seed investor”) has committed to purchase an aggregate of $150 million in Common Shares. We have obtained financing and have pledged this commitment in order to commence our operations including the origination and acquisition of loans and making real estate related investments. The financing was secured by the seed investor’s commitment to acquire Shares, and our right to call such commitment was further pledged to the lender providing the financing. Costs related to such financing will be an operating expense of ours which in turn may affect our operations including our ability to make distributions or satisfy repurchase requests from stockholders.

We may also engage in transactions with clients, affiliates, former affiliates of the Adviser and Interested Parties. The Adviser and its affiliates may also provide services to us as described in this Registration Statement; provided that the compensation and other terms and conditions under which services are provided are embodied in a written contract and the compensation does not exceed the amount that would be payable by us if such services were provided by third parties on an arm’s-length basis. Subject to applicable law, we also may invest in or divest entities or investments in which the Adviser, its clients or its affiliates or Interested Parties hold a material (or lesser) interest, in each case on terms and conditions that a majority of the Board (including a majority of independent directors) not otherwise interested in the transaction determines are fair and reasonable to us and no less favorable to us than those available from unaffiliated third parties. Such investments (including co-investments) may result in conflicts of interest including, without limitation, with respect to voting and exit rights, funding defaults or other breach by us or our affiliate under the terms of the agreement governing such joint investment.

For example, as of the date of this Registration Statement, an affiliate of the Adviser has issued a loan to us for a maximum aggregate amount of $30,000 pursuant to a revolving credit agreement (the “Revolving Credit Agreement”), for the purpose of financing our organization and related start-up expenses. Loans made to us pursuant to the Revolving Credit Agreement mature nine (9) months from the date of issuance of such loan.

If the Adviser or an affiliate of the Adviser provides services to us that would otherwise be performed for us by third parties or the Adviser seeks reimbursement for services provided by the Adviser or other Invesco employees, we will reimburse the Adviser’s internal costs and related overhead expenses allocable to such services; provided that reimbursements for such services will not exceed prevailing market rates (for the avoidance of doubt, the Adviser is not seeking, or agreeing to waive, reimbursement for one or more of such services rendered during any period, and we will not prevent Adviser from seeking reimbursement for such services rendered during any future period). We expect to reimburse the Adviser for accounting and legal services provided by the Adviser’s relevant personnel. This reimbursement amount is based on an estimate of time spent on services provided to us.

We also expect to reimburse the Adviser for other services in the future (including with respect to audit, accounting and legal services).

The Adviser faces certain conflicts of interest in connection with our existing and future reimbursement for services provided by Invesco, the Adviser or its affiliates, as described above.

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Access to material, non-public information may restrict the Adviser from conducting certain beneficial transactions on our behalf

We, either directly or through our relationship with Invesco, the Adviser or certain of their respective affiliates, may come into possession of material non-public information with respect to an issuer in which we have invested or may invest. Should this occur, the Adviser may be restricted from buying or selling securities, derivatives or loans of the issuer on our behalf until such time as the information becomes public or is no longer deemed material. Disclosure of such information to the personnel (including Adviser personnel) responsible for management of our business may be on a need-to-know basis only, and the Adviser may not be free to act upon any such information on our behalf. Therefore, we or the Adviser may not have access to material non-public information in the possession of Invesco or its affiliates which might be relevant to an investment decision to be made by the Adviser on our behalf, and the Adviser may initiate a transaction or purchase or sell an investment which, if such information had been known to it, may not have been undertaken. Due to these restrictions, the Adviser may not be able to initiate a transaction on our behalf that it otherwise might have initiated and may not be able to acquire, purchase or sell an investment that it otherwise might have purchased or sold, which could negatively affect our operations.

Possible future activities of the Adviser and its affiliates beyond the current range of services provided may give rise to further conflicts of interest

The Adviser and its affiliates may expand the range of services that they provide over time. Except as and to the extent expressly provided in the Advisory Agreement, the Adviser and its affiliates will not be restricted in the scope of its business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. The Adviser, Invesco and their affiliates continue to develop relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by us. These clients may themselves represent appropriate investment opportunities for us or may compete with us for investment opportunities.

Our management team may face conflicts in allocating time and resources between various projects

Our management team devotes such time as they deem necessary to conduct our business affairs in an appropriate manner. However, a core group devote such time as is reasonably necessary to our activities and also to the activities of numerous other investment vehicles of the Adviser and any successor funds thereto (and their respective investments) and their related entities (which may include separate accounts, dedicated managed accounts or investment funds formed for specific geographical areas or investments). Consequently, conflicts are expected to arise in the allocation of personnel, and we may not receive the level of support and assistance that we otherwise might receive if we were internally managed. The Adviser and its affiliates are not restricted from entering into other investment advisory relationships or from engaging in other business activities.

Conflicts may arise in connection with Service Providers

Conflicts may arise in connection with our engagement of service providers. Certain service providers and/or their respective affiliates (including accountants, administrators, custodians, transfer agents, lenders, bankers, brokers, attorneys, consultants and investment or commercial banking firms) to us may also provide goods or services to, or have business, personal, political, financial or other relationships with, Invesco, the Adviser, and their affiliates or other clients of Invesco, the Adviser or their affiliates. To the extent such service providers’ services are provided to us, the cost thereof will be borne by us. Such service providers may be an Interested Party, investors in us or other clients of Invesco, the Adviser or its affiliates, sources of investment opportunities for Invesco, the Adviser, its affiliates, us, or the other clients of Invesco, the Adviser or its affiliates or may otherwise be co-investors with or counterparties to transactions involving the foregoing. These relationships may influence the Adviser in deciding whether to select or recommend any such advisor or service provider to perform services for us (the cost of which will be borne by us).

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Auditor. PricewaterhouseCoopers LLP serves as auditor and tax service provider to us and serves as the auditor and tax service provider to the Adviser and, therefore, may face certain conflicts of interest as a result of its representation of both us and the Adviser. As administrative duties increase with respect to accounting functions, we may second one or more accounting firm personnel.

Dealer Manager. Our Dealer Manager is an affiliate. See Item 7 “Certain Relationships and Related Transactions, and Director Independence” for more information.

Independent Valuation Advisors. Chatham is a third-party valuation firm that has been selected by the Adviser to serve as the independent valuation firm in connection with our Credit Assets and Facilities. Capright will be retained to act as an appraiser for the collateral underlying each Credit Asset in which we invest. Capright will provide an appraisal at the closing of each transaction, and subsequently provide yearly updates for appraisals of the underlying collateral.

Investment Management Firm. Bellwether Asset Management, an asset management platform based in Los Angeles, has been contracted by the Adviser to perform day-to-day asset management and Borrower communication, including but not limited to monthly reporting, calculating lender tests (such as debt service coverage ratios, debt yield, and LTV), and obtaining property-level updates on the business plan.

Loan Servicing Firm. Key Bank has been engaged by the Adviser to perform loan servicing (i.e., payment processing, records, balances, impound accounts, etc.) for us.

The Adviser may retain additional or other service providers on our behalf in the future.

There may be conflicts with respect to other affiliate transactions in connection with investments alongside Other Invesco Accounts

In connection with investments in which we participate alongside Other Invesco Accounts, we may from time to time share certain rights with such Other Invesco Accounts relating to such investments for legal, tax, regulatory or other similar reasons, including, in certain instances, certain control-related rights with respect to jointly held investments. When making any decisions related to such investments, there may be conflicting interests. There can be no assurance that the return on our investment will be equivalent to or better than the returns obtained by Invesco or its other affiliates. Further conflicts could arise once we and Invesco or its affiliates have made our respective investments. For example, if we enter into a joint venture with an Other Invesco Account, our interests and the interests of such Other Invesco Account may conflict, for example when one joint venture partner seeks to sell the property in the joint venture but the other joint venture partner does not. In such situations, the ability of the Adviser to recommend actions in our best interests might be impaired.

Risks Related to our REIT Status and Certain Other Tax Items

If we do not qualify to be taxed as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability

We expect to operate to qualify to be taxed as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, various compliance requirements could be failed and could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

• we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct dividends paid to stockholders in computing taxable income and being subject to federal and applicable state and local income tax on our taxable income at regular corporate income tax rates;

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• any resulting tax liability could be substantial and could have a material adverse effect on our book value;

• unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and therefore, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and

• we generally would not be eligible to re-elect to be taxed as a REIT for the subsequent four full taxable years.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our common stock

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in Common Shares. In addition, further changes to the tax laws are possible.

Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in mortgage loans to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our Charter authorizes the Board to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that changes to U.S. federal income tax laws and regulations or other considerations mean it is no longer in our best interests to qualify as a REIT.

We cannot assure our stockholders that any future changes to U.S. federal income tax laws and regulations will not adversely affect the taxation of our stockholders. Any such changes could have an adverse effect on an investment in the Shares or on the market value or the resale potential of our assets. Stockholders are urged to consult with personal tax advisors with respect to the impact of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in the Shares.

To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions

To qualify as a REIT, we generally must distribute annually to our stockholders dividends equal to a minimum of 90% of our net taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains. We will be subject to regular corporate income taxes on any undistributed REIT taxable income, including undistributed net capital gain, each year. Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. Payments we make to our stockholders under our Share Repurchase Plan will not be taken into account for purposes of these distribution requirements. If we do not have sufficient cash to make distributions necessary to preserve our REIT status for any year or to avoid taxation, we may be forced to borrow funds or sell assets even if the market conditions at that time are not favorable for these borrowings or sales. These options could increase our costs and reduce our equity.

Compliance with REIT requirements may cause us to forgo otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce our stockholders’ overall return

To qualify as a REIT, we are required at all times to satisfy tests relating to, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our stock and the amounts we distribute to our stockholders. Compliance with the REIT requirements may impair our ability to operate solely on the basis of maximizing profits. As examples, to maintain our qualification as a REIT, at least 75% of our gross income must come from real estate sources and 95% of our gross income must come from real estate

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sources and certain other sources that are itemized in the REIT tax laws, and we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution.

Compliance with REIT requirements may force us to liquidate or restructure otherwise attractive investments

To qualify as a REIT, at the end of each calendar quarter, at least 75% of the value of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than qualified real estate assets, government securities and securities of our taxable REIT subsidiaries) generally cannot include more than 10% of the voting securities of any one issuer or more than 10% of the value of the outstanding securities of more than any one issuer (other than securities that qualify for the straight-debt safe harbor) unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. Debt will generally meet the “straight debt” safe harbor if the debt is a written unconditional promise to pay on demand or on a specified date a certain sum of money, the debt is not convertible, directly or indirectly, into stock, and the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion, or similar factors. Additionally, no more than 5% of the value of our assets (other than government securities, qualified real estate assets and securities of our taxable REIT subsidiaries) can consist of the securities of any one issuer, and no more than 20% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions in order to avoid losing our REIT qualification and suffering adverse tax consequences. In order to satisfy these requirements and maintain our qualification as a REIT, we may be forced to liquidate assets from our portfolio or not make otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

Our Charter does not permit any person or group to own more than 9.9% of our outstanding common stock or of our outstanding capital stock of all Classes or series and attempts to acquire our common stock or our capital stock of all other Classes or series in excess of these 9.9% limits would not be effective without an exemption from these limits by the Board

For us to qualify as a REIT under the Code, not more than 50% of the value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (including certain entities treated as individuals for this purpose) during the last half of a taxable year other than the first taxable year in which we are taxed as a REIT. For the purpose of assisting our qualification as a REIT for U.S. federal income tax purposes, our Charter prohibits beneficial or constructive ownership by any person or group of more than a certain percentage, which is expected to be 9.9%, by value or by number of Shares, whichever is more restrictive, of the outstanding Shares of common stock or of the outstanding Shares of all Classes or series, which we refer to as the “Ownership Limit.” The constructive ownership rules under the Code and Charter are complex and may cause Shares owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.9% of our outstanding Shares of common stock or our outstanding Shares of all Classes or series by a person could cause another person to constructively own in excess of 9.9% of our outstanding Shares of common stock or our outstanding Shares of all Classes or series, respectively, and thus violate the Ownership Limit. There can be no assurance that the Board, as permitted in the Charter, will not decrease this Ownership Limit in the future. Any attempt to own or transfer Shares in excess of the Ownership Limit without an exemption (prospectively or retroactively) by the Board will result either in the Shares in excess of the limit being transferred by operation of our Charter to a charitable trust, and the person who attempted to acquire such excess Shares not having any rights in such excess Shares, or in the transfer being void.

The Ownership Limit may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium

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to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). Any exemptions to the ownership limit granted in the future may limit the Board’s power to increase the Ownership Limit or grant further exemptions.

Non-U.S. stockholders may be subject to U.S. federal income tax upon their receipt of certain distributions from us or upon their disposition of Shares

In addition to any potential withholding tax on ordinary dividends, a non-U.S. stockholder, other than a “qualified shareholder” or a “qualified foreign pension fund,” as defined in Section 857 of the Code, that disposes of a “United States real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), or that receives a distribution from a REIT that is attributable to gains from such a disposition, is generally subject to U.S. federal income tax under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the amount received from (or, in the case of a distribution, to the extent attributable to gains from) such disposition. Such tax does not apply, however, to gain on the disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. Proposed Treasury Regulations would apply look-through rules with respect to REIT stock that is held by certain types of entities, including non-public domestic C corporations if 25% or more of the fair market value of such corporation’s stock is held by non-U.S. persons, for purposes of determining whether a REIT is domestically controlled. We cannot assure our stockholders that we will qualify as a domestically controlled REIT. If we were to fail to so qualify, amounts received by a non-U.S. stockholder on certain dispositions of Shares would be subject to tax under FIRPTA, unless (1) our Shares of common stock were regularly traded on an established securities market and (2) the non-U.S. stockholder did not, at any time during a specified testing period, hold more than 10% of our common stock. We do not expect our Shares to be regularly traded on an established securities market. Furthermore, even if we are domestically controlled, distributions by us that are attributable to gains from dispositions of USRPIs will be subject to tax under FIRPTA and special withholding rules unless the conditions in clauses (1) and (2) of the second preceding sentence are satisfied, subject to certain exceptions.

Investments outside the United States may subject us to additional taxes and could present additional complications to our ability to satisfy the REIT qualification requirements

Non-U.S. investments may subject us to various non-U.S. tax liabilities, including withholding taxes. In addition, operating in functional currencies other than the U.S. dollar and in environments in which real estate transactions are typically structured differently than they are in the United States or are subject to different legal rules may present complications to our ability to structure non-U.S. investments in a manner that enables us to satisfy the REIT qualification requirements. Even if we maintain our status as a REIT, entities through which we hold investments in assets located outside the United States may be subject to income taxation by jurisdictions in which such assets are located or in which our subsidiaries that hold interests in such assets are located. Any such taxes could adversely affect our business, results of operations, cash flows or financial condition, and our cash available for distribution to our stockholders will be reduced by any such foreign income taxes.

We may incur tax liabilities that would reduce our cash available for distribution to stockholders

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. If we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect), we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gains we earn from the sale or other disposition of our investments and pay income tax directly on such

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income. In that event, our stockholders would be treated as if they earned that income and paid the tax we paid. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our domestic taxable REIT subsidiaries, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to our stockholders.

Restrictions on deduction of all of our interest expense could prevent us from satisfying the REIT distribution requirements and avoiding incurring income or excise taxes

Under Section 163(j) of the Code, the deduction for business interest expense is limited to the amount of the taxpayer’s business interest income plus 30% of the taxpayer’s “adjusted taxable income” unless the taxpayer’s gross receipts do not exceed $25 million per year during the applicable testing period or the taxpayer qualifies to elect and elects to be treated as an “electing real property trade or business.” A taxpayer’s adjusted taxable income will start with its taxable income and add back items of non-business income and expense, business interest income and business interest expense, net operating losses, and any deductions for “qualified business income.” A taxpayer that is exempt from the interest expense limitations as an electing real property trade or business is ineligible for certain expensing benefits and is subject to less favorable depreciation rules for real property. The rules for business interest expense will apply to us and at the level of each entity in which or through which we invest that is not a disregarded entity for U.S. federal income tax purposes. To the extent that our interest expense is not deductible, our taxable income will be increased, as will our REIT distribution requirements and the amounts we need to distribute to avoid incurring income and excise taxes.

The Board is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders

Our Charter authorizes the Board to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interests to qualify as a REIT. Our directors have duties to us and the Board could only cause such changes in our tax treatment if it determines in good faith that such changes are in our best interests. In this event, we would become subject to U.S. federal income tax on our taxable income and we would no longer be required to distribute most of our net income to our stockholders, which may cause a reduction in the total return to our stockholders.

Our stockholders may have current tax liability on distributions our stockholders elect to reinvest in our common stock

If our stockholders participate in our distribution reinvestment plan, our stockholders will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in Common Shares to the extent the amount reinvested was not a tax-free return of capital. Therefore, unless our stockholders are a tax-exempt entity, our stockholders may be forced to use funds from other sources to pay our tax liability on the reinvested dividends.

Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates

Currently, the maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders is 20%. Dividends payable by REITs, however, are not eligible for the reduced rate except to the extent designated as capital gain dividends or qualified dividend income. The more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. Our stockholders are

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urged to consult with their tax advisor regarding the effect of this change on their effective tax rate with respect to REIT dividends.

The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT

We may acquire mezzanine loans, for which the IRS has provided a safe harbor but not rules of substantive law. Pursuant to the safe harbor, if a mezzanine loan meets certain requirements, it will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from the mezzanine loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. We may acquire mezzanine loans that do not meet all of the requirements of this safe harbor. If we own a mezzanine loan that does not meet the safe harbor, the IRS could challenge such loan’s treatment as a real estate asset for purposes of the REIT asset and income tests and, if such a challenge were sustained, we could fail to qualify as a REIT.

If the Operating Partnership failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT

If the IRS were to successfully challenge the status of the Operating Partnership as a partnership or disregarded entity for U.S. federal income tax purposes, it would be taxable as a corporation. In the event that this occurs, it would reduce the amount of distributions that the Operating Partnership could make to us. This would also result in our failing to qualify as a REIT and becoming subject to a corporate-level tax on our income, which would substantially reduce our cash available to pay distributions.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from hedging transactions will be excluded from gross income for purposes of the 75% and 95% REIT gross income tests if: (1) the instrument (A) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets, (B) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests or (C) hedges a position entered into pursuant to clause (A) or (B) after the extinguishment of such liability or disposition of the asset producing such income; and (2) such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a taxable REIT subsidiary. This could increase the cost of our hedging activities because our taxable REIT subsidiary would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our taxable REIT subsidiary will generally not provide any tax benefit, except for being carried forward against future taxable income in the taxable REIT subsidiary.

The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and may limit the manner in which we effect future securitizations

Securitizations could result in the creation of taxable mortgage pools for U.S. federal income tax purposes. As a REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely affected by the characterization of the securitization as a taxable mortgage pool. Certain categories of stockholders, however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt stockholders that are subject to unrelated business income tax, could be subject to increased taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. Because we hold substantially all of our assets through the Operating Partnership, the foregoing

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rules would not apply if the Operating Partnership was treated as a partnership for U.S. federal income tax purposes and was, or owned an equity interest in, a taxable mortgage pool, and any such taxable mortgage pool would be treated as a corporation for U.S. federal income tax purposes and could prevent us from qualifying as a REIT. These limitations may prevent us from using certain techniques to maximize our returns from securitization transactions.

The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to remain qualified as a REIT

We enter into certain financing arrangements that are structured as sale and repurchase agreements pursuant to which we nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets at a later date in exchange for a purchase price. Economically, these agreements are financings that are secured by the assets sold pursuant thereto, and we treat them as such for U.S. federal income tax purposes. We believe that we would be treated for REIT asset and income test purposes as the owner of the assets that are the subject of any such sale and repurchase agreement notwithstanding that such agreement may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own the assets during the term of the sale and repurchase agreement, in which case we could fail to remain qualified as a REIT.

Risks Related to being a Public Company

We are an “emerging growth company,” and as such, we have reduced reporting requirements as compared to other public companies, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosures regarding the executive compensation of our executive officers.

We are an “emerging growth company” as defined in the JOBS Act. We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. Under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.”

We will incur increased costs as a result of being a public company in the US and our management must devote substantial time to public company compliance programs.

As a public company in the United States, we expect to incur significant legal, insurance, accounting and other expenses that we did not incur as a private company. Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and other applicable securities rules and regulations impose various requirements on US public companies. We need to ensure our financial and management control systems are able to meet the requirements of a public company. Areas such as financial planning and analysis, tax, corporate governance, accounting policies and procedures, internal controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems need to be compliant with reporting obligations. Our management and administrative staff may devote a substantial amount of time to compliance with these requirements. We may need to enlist additional qualified personnel to address these issues. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention away from product

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development and other commercial activities. If for any reason our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Item 2. Financial Information

Financial Highlights

Discussion of Expected Operating Plan

The information in this section contains statements that involve risks and uncertainties. See Item 1A “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

We are a Maryland corporation that was formed on October 27, 2022. We intend to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023.

We are focused on originating, acquiring and managing a diversified portfolio of loans related to commercial real estate and preferred equity interests in commercial real estate in the United States, Europe and Asia. To a lesser extent, we also intend to purchase non-distressed public or private debt securities and on a selective basis may invest in operating companies in the business of or related to commercial real estate credit.

Revenues and Expenses

During the inception-to-date period ended March 31, 2023, we reported a net loss of approximately $1,127,000. Our net loss primarily consists of debt issuance costs of approximately $652,000 and organizational costs of approximately $450,000. Debt issuance costs are related to debt facilities that closed subsequent to March 31, 2023.

Financial Condition, Liquidity and Capital Resources

As of March 31, 2023, our total assets were approximately $347,000 and consisted primarily of advanced offering expenses associated with our Continuous Offering. Total liabilities were approximately $1,474,000 and consisted of approximately $1,444,000 due to an affiliate and a $30,000 loan payable to an affiliate. The “Due to Affiliate” balance consisted of advanced debt issuance costs of approximately $652,000, advanced organizational expenses of approximately $450,000, advanced deferred offering expenses of approximately $243,000, and advanced operating expenses of approximately $99,000.

The Adviser has agreed to advance all of our organizational and offering expenses (other than upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees) incurred through the earlier of (1) the date that our NAV reaches $1.0 billion and (2) March 31, 2024. In addition, the Adviser has agreed to advance our operating expenses, including debt issuance costs incurred through the earlier of (1) the date that our NAV reaches $500 million and (2) March 31, 2024. We will reimburse the Adviser for all of our advanced expenses ratably over the 60 months following such date. Under the terms of our advisory agreement, organizational and offering expenses became a liability of ours on March 23, 2023. Organizational and offering expenses include those costs incurred by the Adviser prior to entering into the advisory agreement with us.

Invesco Realty, Inc., an affiliate of Invesco, has committed to purchase in the aggregate $150,000,000 of Class S Shares, Class D Shares, Class I Shares and Class E Shares in one or more closings (the “Invesco Subscription Agreement”). We may call capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. Invesco Realty, Inc. may not submit its Shares for repurchase under our Share Repurchase Plan until the earlier of March 23, 2028, and the date that our aggregate NAV is at least $1.5 billion. See Item 10 “Recent Sales of Unregistered Securities” for more information.

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We did not issue any stock as of March 31, 2023. As of this Registration Statement, we issued (i) 1,600 Common Shares to Invesco Realty, Inc. for $40,000; (ii) awarded the independent members of our board of directors 2,442 Class E Shares; and (iii) issued 111 Stapled Units (as defined below) in a private placement for net proceeds of approximately $107,000. See Note 8, “Subsequent Events” to our consolidated financial statements included in Item 13 “Financial Statements and Supplementary Data” and Item 10 “Recent Sales of Unregistered Securities” for more information.

As of the date of this Registration Statement, we have invested $157.4 million in two commercial real estate loans. Our loan investments earn interest at term SOFR plus a spread. We financed our loan originations with repurchase agreements and borrowings on a revolving line of credit facility. We pay interest on our borrowings at one-month term SOFR plus a spread. For additional information on our financing arrangements see Note 8, “Subsequent Events” to our consolidated financial statements included in Item 13 “Financial Statements and Supplementary Data” for more information.

Accounting Polices

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and consolidate the financial statements of the Company and its controlled subsidiaries. Under U.S. GAAP, we may elect the fair value option for financial instruments on an instrument-by-instrument basis. We elected the fair value option for the two commercial real estate loans discussed above and the repurchase agreements and revolving line of credit that finance these loans. Because fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets and liabilities may differ from their actual realizable value or future fair value.

Contractual Obligations

Commitments and contingencies may arise in the ordinary course of business. As of March 31, 2023, we have committed to pay counterparties’ legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

Quantitative and Qualitive Disclosures about Market Risk

The primary components of our market risk are related to interest rates, credit and market values. While we do not seek to avoid risk completely, we believe that risk can be quantified from historical experience, and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We are exposed to interest rate volatility primarily as a result of the floating rate nature of the Credit Assets we hold and the financing we place on them. Additionally, we may use Company-Level Facilities featuring floating interest rates for liquidity and working capital purposes. Furthermore, we may make investments in fixed and floating rate Debt Securities; the value of our positions may increase or decrease depending on interest rate movements. Finally, interest rate changes may impact the availability of financing needed to expand our investment portfolio.

A rise in the general level of interest rates can be expected to lead to higher debt service payment requirements relative to any variable rate Credit Assets we hold and to declines in the value of any fixed rate Credit Assets we may hold. Rising interest rates carry default risk to our borrowers, because cash flows from underlying properties may fall below the debt service payments due to us on the Credit Assets, triggering

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borrower liquidity covenants. Therefore, we expect to protect property cash flows by requiring borrowers to purchase interest rate caps, which provides a hedge against rising interest rates, whereby the borrower will receive excess cash if interest rates exceed predetermined strike prices. Furthermore, rising interest rates also cause our overall cost of borrowing to increase, partially or fully, offsetting any increase in elevated debt service payments received on our variable rate Credit Assets. We may use derivative financial instruments to hedge interest rate exposure on our borrowings to mitigate the impact on our debt service payments. Given our Leverage Limitation, an increase in interest rates may result in an increase in our net investment income and the amount of performance fees payable to the Adviser.

A decline in interest rates can be expected to lead to lower debt service payments received from any variable rate Credit Assets we may hold, decreases in the value of any floating rate Credit Assets we hold, and increases in the value of any fixed rate Credit Assets we hold. To mitigate the impact of reduced earnings as a result of declining interest rates, we expect to structure interest rate floors into each loan where the borrower will be required to pay minimum interest payments should interest rates fall below a predetermined rate. Additionally, reduced interest rates also cause our overall cost of borrowings to decrease. Because our borrowings do not feature interest rate floors, but our variable rate Credit Assets feature minimum interest payments due to us, declining interest rates may result in an increase to the net interest income received on our variable rate Credit Assets and an increase in the amount of performance fees payable to the Adviser.

As of March 31, 2023, we held no market sensitive instruments.

Credit Risk

We are exposed to credit risk in our Credit Assets with respect to a borrower’s ability to make required debt service payments to us and repay the unpaid principal balance in accordance to the terms of the loan agreement. We manage this risk by conducting a credit analysis prior to making an investment and by actively monitoring our portfolio and the underlying credit quality, including subordination and diversification, of our Credit Assets. In addition, we re-evaluate the credit risk inherent in our Credit Assets on a regular basis under fundamental considerations such as gross domestic product, unemployment, interest rates, retail sales, store closing/openings, corporate earnings, housing inventory, affordability and regional home price trends.

We are exposed to credit risk with respect to the tenants that occupy properties that serve as collateral to our Credit Assets. To mitigate this risk, we seek to avoid large single tenant exposure and we undertake a credit evaluation of major tenants prior to making a loan. This analysis includes extensive due diligence of a potential tenant’s creditworthiness and business, as well as an assessment of the strategic importance of the property to the tenant’s core business operations.

Finally, we may be exposed to counterparty credit risk under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We may seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

Market Value Risks

We may also be exposed to market value risk with respect to the fair value of our Credit Assets, Debt Securities and borrowings due to changes in market conditions, including spreads, interest rates, property cash flows, and commercial property values that serve as collateral. We seek to manage our exposure to market risk by originating or acquiring Credit Assets secured by different property types located in diverse, but liquid markets with stable credit ratings. The fair value of our Credit Assets and Debt Securities may fluctuate, therefore the amount we will realize upon any repayment, sale, or an alternative liquidation event is unknown.

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Commercial property values are subject to volatility and may be adversely affected by a number of factors, including: national, regional and local economic conditions; local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes and/or tax and legal considerations. Changes in commercial property values are difficult to predict with accuracy. We model a range of valuation scenarios and the resulting impacts to our business.

Item 3. Properties

Our principal executive and administrative offices are located in leased space at 2001 Ross Avenue, Suite 3400, Dallas Texas 75201. As part of our Advisory Agreement, our Adviser is responsible for providing office space and office services required in rendering services to us. We consider these facilities to be suitable and adequate for the management and operations of our business.

Item 4. Security Ownership of Certain Beneficial Owners and Management

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days.

The following table sets out the information regarding the number and percentages of Shares owned by each director, all directors as a group, and all beneficial owners as of the date of this Registration Statement. No officers of the Company owned any of ours Shares as of the date of this Registration Statement. The address for each of the persons named below is in care of our principal executive offices at 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201.

Name of Beneficial Owner	Number of Common Shares Beneficially Owned			Percentage of Common Shares Beneficially Owned
Beneficial Owner of More than 5%
Invesco Realty, Inc.		1,600	(1)		36.6	%
Directors
R. Scott Dennis		0			0	%
Beth A. Zayicek		0			0	%
Hubert J. Crouch		0			0	%
R. David Kelly		582	(2)		13.3	%
James H. Forson		698	(2)		15.9	%
Paul E. Rowsey		582	(2)		13.3	%
Ray Nixon		582	(2)		13.3	%
All current directors as a group (7 person)		2444	(2)		55.8	%

(1) Represents 400 Shares of each Class of common stock (Class E, Class I, Class S and Class D)

(2) Represents Shares of Class E common stock.

Item 5. Directors and Executive Officers

We operate under the direction of the Board. The Board has retained the Adviser to manage our activities, subject to the Board’s supervision.

The Board has seven members, four of whom are independent directors, as defined by our Bylaws. Our Bylaws provide that a director is independent if the director meets the designations for independence as set forth in Rule 303A.02 of the New York Stock Exchange Listed Company Manual.

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Directors and Executive Officers

Our directors and executive officers are set forth below (the information is as of June 29, 2023).

Name:	Age		Position
Hubert (“Bert”) J. Crouch		44	Director and Chief Executive Officer
R. Scott Dennis		64	Director and Chairperson of the Board
R. Lee Phegley, Jr.		54	Chief Financial Officer and Treasurer
Beth A. Zayicek		42	Director and Chief Operating Officer
Charlie Rose		42	President and Lead Portfolio Manager
R. David Kelly		59	Lead Independent Director
James H. Forson		56	Independent Director
Paul E. Rowsey		68	Independent Director
Ray Nixon		71	Independent Director

Hubert (“Bert”) J. Crouch. Mr. Crouch serves as our Chief Executive Officer and as one of our directors. Mr. Crouch joined Invesco Real Estate in 2009. Mr. Crouch has served as Head of North America for Invesco Real Estate since January 2020. From 2010 through January 2020, Mr. Crouch served as a Portfolio Manager for Invesco Real Estate, focusing on the strategic, transactional, financing and fundraising sides of both opportunistic investments and credit originations related to commercial and multifamily real estate across the United States and Europe. Mr. Crouch has also served as a member of Invesco Real Estate’s Investment Committee and Investment Strategy Group. Prior to joining Invesco Real Estate, Mr. Crouch served as the Director of Acquisitions for Presidio Investments, a wholly-owned subsidiary of Hunt Realty Investments. Mr. Crouch has also served in Wells Fargo’s Real Estate Merchant Banking Group. Mr. Crouch earned a B.B.A. in Finance from the McCombs School of Business at the University of Texas at Austin. Mr. Crouch is a valuable member of the Board because of his significant real estate credit investment experience and leadership experience with Invesco Real Estate.

R. Scott Dennis. Mr. Dennis serves as a Director and Chairperson of the Board. Mr. Dennis has been with Invesco Real Estate for more than 30 years. He has served as Chief Executive Officer of Invesco Real Estate since March 2011, as Chief Executive Officer of Invesco Private Markets since July 2019 and as President, Chief Executive Officer and Chair of Invesco Real Estate Income Trust Inc., a public, non-listed equity REIT, since January 2019. He is responsible for the day-to-day strategy execution and management of Invesco Real Estate’s global real estate business. Prior to becoming Chief Executive Officer of Invesco Real Estate, Mr. Dennis served as co-head of Invesco Real Estate’s North America group and head of its U.S. acquisitions team from 1992 to 2008. Prior to joining Invesco Real Estate, Mr. Dennis served in the investment banking group at Bankers Trust Company from 1984 to 1989. Additionally, Mr. Dennis was with Trammell Crow Company from 1989 to 1992. He has been directly involved in over $100 billion of real estate investments. Mr. Dennis earned a B.B.A. in Finance and Real Estate from The University of Texas at Austin. Mr. Dennis is a valuable member of the Board because of his experience overseeing the operations and growth of Invesco Real Estate and his significant investment experience.

R. Lee Phegley, Jr. Mr. Phegley serves as our Chief Financial Officer and Treasurer. Mr. Phegley has been with Invesco Ltd. since 2006 and has CFO responsibilities for the Investments business unit which includes Invesco’s Private Markets platforms. In addition, since May 2014 Mr. Phegley has served as the Chief Financial Officer for Invesco Mortgage Capital Inc., an NYSE-traded mortgage REIT managed by the Adviser. Mr. Phegley also has served as the CFO of Invesco Real Estate Income Trust Inc., a public, non-listed equity REIT since January 2019. Prior to joining Invesco, Mr. Phegley was a Director and responsible for Private Equity Accounting at Archon Group LP from 2004 to 2006. Prior to 2004, Mr. Phegley served as a Senior Manager at KPMG LLP for two years and Arthur Andersen LLP for seven years managing audit engagements for public and private clients. Mr. Phegley is a Certified Public Accountant. Mr. Phegley earned a B.A. in Business from Baylor University and an M.S. in Accountancy from the University of Houston.

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Beth A. Zayicek. Ms. Zayicek serves as Chief Operating Officer and one of our directors. Ms. Zayicek joined Invesco Real Estate in 2008 and currently is a Managing Director and the Chief Operating Officer of Invesco Real Estate and Private Markets. She is a member of Invesco Real Estate’s Global Executive Committee and Asia Investment Committee. Ms. Zayicek previously served as Invesco Real Estate’s Chief Administrative Officer from 2016 to 2018 and senior director of investment analytics from 2013 to 2016. She has also served on Invesco Real Estate’s portfolio management and acquisition teams and as a member of its North American Investment Committee. Ms. Zayicek has served as a director of Invesco Mortgage Capital Inc. since February 2021 and director and Chief Operating Officer of Invesco Real Estate Income Trust since January 2019. Prior to joining Invesco Real Estate, Ms. Zayicek served as a member of the corporate and investment banking analyst program and real estate private equity group at KeyBank. Ms. Zayicek also previously served as the director of capital markets at DDR Corp. Ms. Zayicek earned a B.S. in Management with a concentration in Finance from Case Western Reserve University. Ms. Zayicek is a valuable member of the Board because of her management experience, investment expertise and history with Invesco Real Estate.

Charlie Rose. Charlie Rose is our President and Lead Portfolio Manager. Charlie is the Head of Real Estate Credit and has served as Managing Director since he joined Invesco Real Estate in 2017 and in his role, he is primarily focused on the strategic and transactional side of structured credit investments related to commercial and multifamily real estate with an immediate focus on the United States. Prior to joining Invesco, Charlie served as managing director for Canyon Partners Real Estate (“Canyon”) since 2009. Prior to Canyon, Charlie worked for Pacific Urban Residential in capital markets and multifamily acquisitions from 2007 to 2009. He started his career with Rosen Consulting Group in 2003, where he was Vice President. Charlie holds a Bachelor of Arts from Stanford University and a Master of Business Administration with Honors from the Wharton School of the University of Pennsylvania.

R. David Kelly. Mr. Kelly serves as one of our independent directors and our lead independent director. Mr. Kelly has 36 years of investment experience, including serving both public companies and private companies in the financial advisory and real estate development sectors. Mr. Kelly is the founder and managing partner of StraightLine Realty Partners, LLC, an alternative investment platform with investments in real estate, financial services and venture capital. Mr. Kelly also serves as Chairman and CEO of Croesus and Company, an international real estate advisory firm, as lead independent director of Invesco Real Estate Income Trust, a public, non-listed equity REIT, as lead director of TCW Direct Lending, focused on lending senior-secured loans primarily to US-based mid-market companies, as an independent director of Acadia Healthcare and as an at-large director of Ashton Woods Homes. From 2007 to 2017, Mr. Kelly served as a trustee and Chairman of the Teacher’s Retirement System of Texas. From 2001 to 2006, Mr. Kelly was a gubernatorial appointee to the Texas Public Finance Authority (TPFA) and served as Chairman from 2002 to 2006. Mr. Kelly’s previous corporate directorships include Croesus Merchants International Singapore, Hong Kong-based Everglory Financial Holdings, and Dubai-based Al Masah Capital Limited. His civic and professional leadership experience includes service as director of the Children’s Medical Center Plano Governing Board, as member of Children’s Health Investment and Finance Committees, and on the Advisory Board of Sponsors for Educational Opportunity. Mr. Kelly earned a B.A. in Economics from Harvard University and an M.B.A. from Stanford University. Mr. Kelly is a valuable member of the Board because of his prior service as a director and his experience as an executive officer, including in the financial advisory and real estate investment fields.

James H. Forson. Mr. Forson serves as one of our independent directors. Mr. Forson currently serves as Chief Financial Officer for Zips Car Wash LLC. Prior to joining Zips Car Wash in 2021, Mr. Forson served as Senior Vice President, Finance for 7-Eleven, Inc., as well as Executive Vice President and Chief Financial Officer of La Quinta Holdings Inc., a publicly-traded owner, operator, and franchisor of mid scale select-service hotels, from 2016 to 2018. Prior to that role, Mr. Forson served La Quinta Holdings Inc. as Senior Vice President, Chief Accounting Officer and Treasurer from 2013 to 2016, and Vice President and Controller from 2010 to 2012. Prior to joining La Quinta in 2010, Mr. Forson held various client-serving audit and internal finance and operations roles with global accounting and consulting firms Arthur Andersen LLP from 1989 to 1998, Ernst & Young LLP from 2002 to 2003, and Grant Thornton LLP from 2003 to 2010. Mr. Forson has

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served as an independent director and audit committee chair for Invesco Real Estate Income Trust Inc. since January 2019 and as an independent director for the American Council on Exercise since January 2019. Mr. Forson earned a B.S. in Commerce from the University of Virginia’s McIntire School of Commerce and is a Certified Public Accountant in Texas. Mr. Forson is a valuable member of the Board because of his senior executive experience and extensive experience with accounting and financial reporting matters.

Paul E. Rowsey. Mr. Rowsey serves as one of our independent directors. Since 2000, Mr. Rowsey has served as Chairman, managing partner, and co-founder of E2M Partners, LLC, a privately-held real estate investment management company. Previously, Mr. Rowsey served as the Executive Chairman of JLB Partners LLC, a privately-held real estate operating and development company, from 2018 to 2021. Before that, Mr. Rowsey held executive leadership roles at real estate companies Compatriot Capital, Rosewood Property Company, and Property Company of America. Mr. Rowsey was an attorney at Hewitt, Johnson, Swanson & Barbee from 1980 to 1984. Mr. Rowsey currently serves on the boards of Invesco Real Estate Income Trust Inc., a public, non-listed equity REIT, Forum Energy Technologies, Inc., a publicly-held, Houston-based energy service company, Powdr Corporation, a privately-held alpine skiing and outdoor adventure company, Snowbird Holdings LLC, a privately-held alpine skiing and hospitality company, and Cumming Trust Management (fka Teton Holdings Corporation), a Wyoming-based public trust company. Mr. Rowsey served on the board of KDC Holdings LLC, a commercial real estate and development company, from 2008 until 2021, and the board of Valaris plc, a publicly-held, London-based, offshore drilling company, as its Chairman, from 2000 until 2021. Mr. Rowsey served as Lead Director of JLB Partners LLC, a multi-family development and investment company, from 2012 to 2018. Mr. Rowsey has also served on the boards of Crescent Real Estate Equities Company, Village Green Holdings LLC, and AMC, Inc. Mr. Rowsey’s board tenure includes audit committee, compensation committee, and nominating and governance committee service. Mr. Rowsey earned a B.A. from Duke University and a J.D. from Southern Methodist School of Law, and is a citizen of the Cherokee Nation. Mr. Rowsey is a valuable member of the Board because of his experience as a director and executive officer for public and private companies and real estate investment and development companies, and his expertise in legal matters.

Ray Nixon. Mr. Nixon serves as one of our independent directors. Mr. Nixon has over 40 years of industry experience. Mr. Nixon served as the Executive Director and Portfolio Manager at the $80 billion investment firm Barrow, Hanley, Mewhinney & Strauss, LLC from 1994 until his retirement in June 2019. Mr. Nixon served as a member of Smith Barney, Inc.’s Investment Policy Committee and as the firm’s lead institutional stockbroker for the Southwest from 1979 to 1994. Mr. Nixon chairs the Texas Health Resources Investment Committee, which oversees a $6.7 billion fund. Mr. Nixon is a Trustee of the UT Southwestern Foundation and is a member of the investment committee. Mr. Nixon is a member of the board of directors of the $59 billion endowment for the University of Texas and Texas A&M University. Mr. Nixon previously served as a research analyst for the Teacher Retirement System of Texas. Mr. Nixon earned a B.A. and an M.B.A. from the University of Texas at Austin. Mr. Nixon is a valuable member of the Board because of his extensive investment industry experience, prior service as a director and successful leadership through multiple economic cycles.

Audit Committee

Our entire Board is responsible for supervising our business. However, pursuant to our Bylaws, the Board may delegate some of its powers to one or more committees as deemed appropriate by the Board. Members of each committee are appointed by the Board.

The Board has established an audit committee, which consists of all of our independent directors, namely Messrs. Forson, Kelly, Rowsey, and Nixon. Mr. Forson serves as the chairperson of the audit committee and qualifies as an “audit committee financial expert” as that term is defined by the SEC. The audit committee assists the Board in overseeing:

• our accounting and financial reporting processes;

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• the integrity and audits of our financial statements;

• our compliance with legal and regulatory requirements;

• the qualifications and independence of our independent registered public accounting firm; and

• the performance of our internal and independent registered public accounting firm.

In addition, the audit committee selects the independent registered public accounting firm to audit our annual financial statements and reviews with the independent registered public accounting firm the plans and results of the audit engagement. The audit committee also approves the audit and non-audit services provided by the independent registered public accounting firm and the fees we pay for these services.

The Audit Committee adopted procedures for the processing of complaints relating to accounting, internal control and auditing matters. The audit committee will oversee the review and handling of any complaints submitted pursuant to such procedures and of any whistleblower complaints.

Corporate Governance

The individuals who serve as our executive officers have certain responsibilities arising from Maryland law and our Bylaws. These responsibilities include executing contracts and other instruments in our name and on our behalf and such other responsibilities as may be prescribed by the Board from time to time. Our officers will devote such portion of their time to our affairs as is required for the performance of their responsibilities, but they are not required to devote all of their time to us.

The Board may change the number of the Company’s directors, provided that the total number may not be more than 15 (unless the Charter and Bylaws are amended) or less than the minimum number required by the MGCL. The Bylaws provide that a majority of the directors must be independent directors except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of such independent director’s successor.

Each director will serve until the next annual meeting of the stockholders and until his or her successor is duly elected and qualifies. Although the number of directors may be increased or decreased, a decrease may not shorten the term of any incumbent director. Any director may resign at any time or may be removed with or without cause by the stockholders upon the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast generally in the election of directors. The notice of a special meeting called to remove a director must indicate that the purpose, or one of the purposes, of the meeting is to determine if the director will be removed.

Section 3-804(c) of the MGCL provides that, once we are registered under the Exchange Act (and satisfy certain other requirements), we may elect in our Charter that any vacancy created by an increase in the number of directors or by the death, resignation, removal, adjudicated incompetence or other incapacity of a director may be filled only by a vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies. Pursuant to our Charter we have, at such time as we become eligible to do so, made the election permitted under Section 3-804(c) of the MGCL. Until such time as we become subject to Section 3-804(c) of the MGCL, any vacancy on the Board for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum, any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board, and any individual so elected as director will serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

The Board will generally meet quarterly or more frequently if necessary, in addition to meetings of any committees of the Board described below. The directors are not required to devote all of their time to our

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business and are only required to devote the time to our business as their duties may require. Consequently, in the exercise of their responsibilities, the directors will rely heavily on the Adviser and on information provided by the Adviser. The Board is empowered to fix the compensation from the Company (if any) to all officers and approve the payment of compensation to directors for services rendered to the Company. We do not intend to compensate our officers.

The Board has adopted written policies on investments and borrowings, the general terms of which are set forth in this Registration Statement. The Board may revise these policies or establish further written policies on investments and borrowings and will monitor the administrative procedures, investment operations and performance to evaluate whether the policies are fulfilled and are in the best interests of the stockholders. The independent directors will review the investment policies with sufficient frequency, and at least annually, to determine that they are in the best interest of the stockholders.

Code of Conduct. We have adopted a Code of Conduct that applies to all of our directors, officers and employees (if any), and to all of the officers and employees of the Adviser, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions while they are performing services for us. Our Code of Conduct, as it relates to those also covered by Invesco’s code of conduct, operates in conjunction with, and in addition to, Invesco’s code of conduct. Our Code of Conduct is designed to comply with SEC regulations relating to codes of conduct and ethics.

Corporate Governance Guidelines. We have also adopted corporate governance guidelines to advance the functioning of the Board and the audit committee and to set forth the Board’s expectations as to how it and any committees should perform its and their respective functions.

Item 6. Executive Compensation

We are externally managed and do not have any employees. The executive officers are employees of the Adviser or one of its affiliates. The Advisory Agreement provides that the Adviser is responsible for managing our investment activities. As a result, the executive officers do not receive any cash compensation from us or any of our subsidiaries for serving as our executive officers; instead, they receive compensation from the Adviser or its affiliate. In addition, we do not reimburse the Adviser for compensation it pays to our executive officers. The Advisory Agreement does not require the executive officers to dedicate a specific amount of time to fulfilling the Adviser’s obligations to us under the Advisory Agreement. Accordingly, the Adviser cannot identify the portion of the compensation it awards to the executive officers that relates solely to such executives’ services to us, as the Adviser does not compensate its employees specifically for such services. Furthermore, we do not have employment agreements with the executive officers; we do not provide pension or retirement benefits, perquisites or other personal benefits to the executive officers; the executive officers have not received any nonqualified deferred compensation; and we do not have arrangements to make payments to the executive officers upon their termination or in the event of a change in control.

A description of the Advisory Agreement and fees that we pay to the Adviser is found in Item 7 “Certain relationships and Related Transactions, and Director Independence” below.

Compensation Committee Interlocks and Insider Participation

We do not have a compensation committee of our board of directors because we do not directly compensate our executive officers or reimburse the Adviser for their compensation. Our independent directors participate in the consideration of independent director compensation.

Ms. Beth Zayicek, one of our directors and our Chief Operating Officer, has served as the Chief Operating Officer of Invesco Real Estate Income Trust Inc. since 2019 and is their Chief Operating Officer. Ms. Beth Zayicek owns less than 1% of the outstanding equity of Invesco Real Estate Income Trust Inc.

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Director Compensation

We will compensate each of our independent directors with an annual retainer of $75,000, plus an additional retainer of $15,000 to the chairperson of the audit committee. We pay 75% of this compensation in cash and the remaining 25% in Shares of our Class E common stock. The cash compensation is paid in quarterly installments with the equity paid annually in advance. The stock grants vest one year from the date of grant.

We also will reimburse each of our independent directors for actual and reasonable out-of-pocket expenses incurred in attending board and committee meetings. The Shares of stock granted to our independent directors are granted pursuant to the terms and conditions of our equity incentive plan.

Our directors who are affiliated with the Adviser do not receive additional compensation for serving on the board of directors thereof. The Shares of stock granted to our independent directors are granted pursuant to the terms and conditions of our equity incentive plan.

Item 7. Certain Relationships and Related Transactions, and Director Independence

Director Independence

The information concerning independence of our directors is set forth in Item 5 “Directors and Executive Officers.”

Certain Transactions with Related Persons

We have had and currently have relationships with related parties. We have described the relationships and transactions with related parties below.

The Subscription Agreement

We entered into the Invesco Subscription Agreement with Invesco Realty, Inc., an affiliate of the Adviser on March 23, 2023. Under the Invesco Subscription Agreement, Invesco Realty, Inc. agreed to purchase an aggregate of $150 million of Class D Shares, Class I Shares, Class S Shares and Class E Shares in one or more closings on or prior to March 23, 2028. On May 2, 2023, an initial closing occurred whereby Invesco Realty, Inc. purchased $40,000 in aggregate of Class S Shares, Class D Shares, Class I Shares, and Class E Shares ($10,000 of each Class of Common Shares).

The Advisory Agreement

The Board at all times has oversight and policy-making authority, including responsibility for governance, financial controls, compliance and disclosure with respect to our company and the Operating Partnership. Pursuant to the Advisory Agreement, the Board has delegated to the Adviser the authority to source, evaluate and monitor our investments and make decisions related to the origination, acquisition, and management of our portfolio of Credit Assets and other financial instruments, in accordance with our investment objectives, strategies, guidelines, policies and limitations, subject to oversight by the Board. The Adviser utilizes the personnel and global resources of Invesco Real Estate to provide investment management services to us pursuant to the Advisory Agreement. Set forth below is a summary of certain terms of the Advisory Agreement.

Services

Pursuant to the terms of the Advisory Agreement, the Adviser is responsible for, among other things:

• serving as an adviser to us and the Operating Partnership with respect to the establishment and periodic review of the investment guidelines and our portfolio of Credit Assets and other financial instruments, other investing activities, and operations;

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• sourcing, evaluating and monitoring our investment opportunities and executing the origination, acquisition, and management of our portfolio of Credit Assets and other financial instruments, according to our investment objectives, strategies, guidelines, policies and limitations;

• with respect to origination, acquisition, management, and Portfolio-Level Financing Arrangements for the Credit Assets, Debt Securities and CRE OpCos, conducting negotiations on our behalf with borrowers, sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;

• serving as our adviser with respect to decisions regarding any of our Portfolio-Level Financing Arrangements, other borrowings, hedging activities or derivatives; and

• conducting negotiations on our behalf with borrowers, sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of origination, acquisition, management and financing transactions; and

• engaging and supervising, on our behalf and at our expense, various service providers, including asset managers and loan servicers with respect to our assets.

Pursuant to the Advisory Agreement, the Adviser may delegate any of the services for which it is responsible for to a third-party service provider. In the event the Adviser chooses to engage a third-party service provider, the Adviser will remain responsible for the performance of such services and will pay fees to the third-party service providers for such services (however, such fees will be paid from our assets).

Term and Termination Rights

The current term of the Advisory Agreement expires on March 31, 2025. The Advisory Agreement is subject to automatic renewals for an unlimited number of successive one-year periods unless otherwise terminated by the Board or by the Adviser for convenience. The independent directors will evaluate the performance of the Adviser before renewing the Advisory Agreement (pursuant to the terms set forth in the Advisory Agreement for such performance review).

The Advisory Agreement may be terminated by any of the following:

• upon 30 days’ written notice by us (1) for “cause,” or (2) upon the bankruptcy or dissolution of the Adviser; or

• upon 180 days’ written notice by us upon the vote of a two-thirds of our independent directors for unsatisfactory performance or unfair compensation terms (unless renegotiated and resolved as set forth in the Advisory Agreement); provided that in the event we terminate for such reason that we will pay the Adviser the Termination Fee.

“Cause” is defined in the Advisory Agreement to mean material breach of the Advisory Agreement (which is not cured within 30 days), fraud, criminal conduct, conviction of a felony, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser under the Advisory Agreement.

In the event the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated Management Fee and Performance Fee owed through the date of termination. In addition, upon the termination or expiration of the Advisory Agreement, the Adviser will cooperate with us and take all reasonable steps requested to assist the Board in making an orderly transition of the advisory function.

Management Fee, Performance Fee, and Expense Reimbursement

We will pay the Adviser a management fee equal to 1.0% per annum of NAV with respect to Class S Shares, Class D Shares and Class I Shares, calculated monthly in arrears based on the month-end NAV of the

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month immediately preceding the date on which the Management Fee is calculated, and payable quarterly in arrears. We will also pay the Adviser an annual Performance Fee equal to 10% of the Company’s Performance Fee Income with respect to Class S Shares, Class D Shares and Class I Shares; provided that no Performance Fee will be payable with respect to any Class of Common Shares in any calendar year in which we post a negative total return per share with respect to such Class. The calculation of such fees is detailed in the table below labeled “Type of Compensation and Recipient.” In addition, we will pay the Adviser 50% of any commitment fee charged to borrowers in connection with the origination of each new loan (any such fee payable to the Adviser, an “Adviser Commitment Fee,” as detailed in the table below). The Adviser Commitment Fee will not exceed 0.50% of the whole loan on a fully funded basis.

We will pay the Adviser and its affiliates the fees and expense reimbursements described below in connection with performing services, including the Management Fee and Performance Fee. We have agreed with the Adviser that the Management Fee and the Performance Fee payable by our stockholders will commence on the later of March 1, 2024, and the date on which we file as a reporting company under the Exchange Act.

Other than in the case of the Adviser Commitment Fee, we do not intend to pay out of our assets to the Adviser any financing or other similar fees in connection with originating, financing, or otherwise acquiring investments. We will, however, reimburse the Adviser and its affiliates for out-of-pocket and other expenses related to the foregoing activities.

Dealer Manager Agreement

We entered into a Dealer Manager Agreement, pursuant to which the Dealer Manager agreed to, among other things, manage our relationships with third-party broker-dealers engaged by the Dealer Manager to participate in the distribution of Common Shares, which we refer to as “participating broker-dealers,” and financial advisors. The Dealer Manager also coordinates our marketing and distribution efforts with participating broker-dealers and their registered representatives with respect to communications related to the terms of our offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our Common Shares.

Upfront Selling Commissions and Dealer Manager Fees

Class S and Class D Shares. Subject to any discounts, the Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S Share sold. Subject to any discounts, the Dealer Manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D Share sold. No upfront dealer manager fees will be paid with respect to the sale of Class S or Class D Shares. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers.

Class I Shares and Class E Shares. No upfront selling commissions or dealer manager fees will be paid with respect Class I Shares or Class E Shares sold in the Continuous Offering.

No upfront selling commissions or dealer manager fees will be paid with respect to Shares of any class sold pursuant to our distribution reinvestment plan.

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Stockholder Servicing Fees—Class S and Class D Shares

The following table shows the stockholder servicing fees we pay the Dealer Manager with respect to the Class S, Class D, Class I and Class E Shares on an annualized basis as a percentage of our NAV for such class. The stockholder servicing fees will be paid monthly in arrears:

	Stockholder Servicing Fee as a % of NAV
Class S Shares		0.85	%
Class D Shares		0.25	%
Class I Shares		None
Class E Shares		None

Subject to any FINRA limitations on underwriting compensation and certain other limitations described below, we will pay the Dealer Manager selling commissions over time as a stockholder servicing fee (1) with respect to our outstanding Class S Shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S Shares and (2) with respect to our outstanding Class D Shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares. We will not pay a stockholder servicing fee with respect to our outstanding Class I Shares or Class E Shares.

The stockholder servicing fees are ongoing fees that are not paid at the time of purchase. The stockholder servicing fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the stockholder servicing fees with respect to Class S Shares and Class D Shares are calculated based on the aggregate NAV for all of the outstanding Shares of each such Class, it reduces the NAV with respect to all Shares of each such Class, including Shares issued under our distribution reinvestment plan.

We will cease paying the stockholder servicing fee with respect to any Class S Share or Class D Share held in a stockholder’s account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the Shares held by such stockholder within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such Shares (including the gross proceeds of any Shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any Shares issued under our distribution reinvestment plan directly or indirectly attributable to such Shares). At the end of such month, such Class S Share or Class D Share (including any fractional Shares) will convert into a number of Class I Shares, each with an equivalent aggregate NAV as such Share.

Eligibility to receive the stockholder servicing fee is conditioned on a broker-dealer providing the following ongoing services with respect to the Class S or Class D Shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with Share repurchase requests. If the applicable broker-dealer is not eligible to receive the stockholder servicing fee due to failure to provide these services, the Dealer Manager will waive the stockholder servicing fee that broker-dealer would have otherwise been eligible to receive.

Other Compensation

We or the Adviser may also pay directly, or reimburse the Dealer Manager for, any organization and offering expenses.

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Limitations on Underwriting Compensation

The Dealer Manager will monitor the aggregate amount of underwriting compensation that we and the Adviser pay to ensure that we and Adviser comply with the underwriting compensation limits of applicable FINRA rules.

Term of the Dealer Manager Agreement

Either party may terminate the Dealer Manager Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Dealer Manager Agreement. Our obligations under the Dealer Manager Agreement to pay the stockholder servicing fees with respect to the Class S and Class D Shares will survive termination of the agreement until such Shares are no longer outstanding.

Indemnification

To the extent permitted by law and our Charter, we will indemnify the participating broker-dealers and the Dealer Manager against some civil liabilities, including certain liabilities under the Securities Act.

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Compensation

The chart below describes in greater detail all fees that will be paid to the Advisor, the Dealer Manager and affiliates.

Type of Compensation and Recipient	Determination of Amount
Company Expense Reimbursement
Organization and Offering Expense Reimbursement – The Adviser	The Adviser has agreed to advance all organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees, but including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our transfer agent and reimbursements for customary travel, lodging, and meals) through the earlier of (1) the date that our aggregate NAV is at least $1.0 billion and (2) March 31, 2024 (the “Organization and Offering Expense Commencement Date”). We will reimburse the Adviser for all such advanced costs and expenses ratably over the 60 months following the Organization and Offering Expense Commencement Date. For purposes of calculating our NAV, the organization and offering expenses paid by the Adviser through the Organization and Offering Expense Commencement Date will not be deducted as an expense until reimbursed by us. As of March 31, 2023, we incurred $693,000 of organization and offerings expenses advanced by the Adviser. After the Organization and Offering Expense Commencement Date, we will reimburse the Adviser for any organization and offering expenses that the Adviser incurs on our behalf as and when incurred (or promptly thereafter). There is no cap on organization and offering expenses.
Operating Expense Reimbursement—The Adviser	The Adviser has agreed to advance all operating costs and expenses, including Borrowing Costs (as defined below) and other expenses incurred on our behalf through the earlier of (1) the date that our aggregate NAV is at least $500 million and (2) March 31, 2024 (the “Operating Expense Commencement Date”). As of March 31, 2023, we incurred $751,000 of operating expenses advanced by the Adviser, comprised of $99,000 of advanced general and administrative operating expenses and $652,000 of advanced Borrowing Costs.

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Type of Compensation and Recipient

Determination of Amount

“Borrowing Costs” are the fees and expenses arising out of borrowings made by us, including, but not limited to, costs associated with the establishment and maintenance of any of our credit facilities, other financing arrangements, or other indebtedness of ours (including commitment fees, accounting fees, legal fees, closing and other similar costs). For purposes of calculating our NAV, the operating costs and expenses paid by the Adviser on our behalf through the Operating Expense Commencement Date will not be deducted as an expense until reimbursed by us. After the Operating Expense Commencement Date, we will reimburse the Adviser for any operating expenses and Borrowing Costs that it incurs on our behalf as and when incurred (or promptly thereafter, measured on a quarterly basis); provided that, commencing with the first four full fiscal quarters following the Operating Expense Commencement Date, we shall not reimburse the Adviser at the end of any fiscal quarter if operating expenses in the immediately prior four consecutive fiscal calendar quarters then ended exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or 25.0% of Net Income (the “2%/25% Guidelines”) for such four fiscal quarters, unless the independent directors determine that such Excess Amount was justified, based on unusual and nonrecurring factors that the independent directors deem sufficient. For the purposes of such calculations, “Average Invested Assets” means, for a specified period, the average of the aggregate book value of our direct investments in and equity interests in loans secured by real estate, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period; “Investments” means any Credit Assets or other investments by us, directly or indirectly, in property, real property, real estate-related assets or other assets; and “Net Income” means for any period, our total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Investments. In addition to the operating expense and investment expense reimbursements described above, we will reimburse the Adviser for out-of-pocket costs and

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Type of Compensation and Recipient	Determination of Amount
	expenses it incurs in connection with the ongoing services it provides to us, including, but not limited to, the actual cost of goods and services used by us and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, whether payable to an affiliate or a non-affiliated person.
Investment Activities
Loan and Investment Expense Reimbursement – The Adviser	Other than the Adviser Commitment Fee described below, we do not intend to pay out of our assets to the Adviser any financing or other similar fees in connection with originating, financing, or otherwise acquiring loans or other investments. We will, however, reimburse the Adviser for out-of-pocket expenses incurred in connection with originating, financing, or otherwise acquiring loans or other investments, whether or not such investments are acquired, and make payments to third parties or certain of the Adviser’s affiliates in connection with making investments as described in “Operating Expense Reimbursement—The Adviser” below.
Operational Activities
Management Fee – The Adviser	Subject to Section 10(d) of the Advisory Agreement, we will pay the Adviser a Management Fee equal to 1.0% per annum of the NAV with respect to Class S Shares, Class D Shares and Class I Shares, calculated monthly in arrears based on the month-end NAV of the month immediately preceding the date on which the Management Fee is calculated, and payable quarterly in arrears. The Management Fee may be paid, at the Adviser’s election, in cash or Class E Shares. We will not pay the Adviser a management fee with respect to Class E Shares. Management Fees will commence on the later of March 1, 2024, and the date on which we file as a reporting company under the Exchange Act. We will not charge a Management Fee on investments in Affiliated Funds. We expect to bear or pay management fees, performance fees and/or transaction fees to affiliates of the Adviser as well as operating expenses (including Borrowing Costs) as a result of any investment in an Affiliated Fund.
Performance Fee – The Adviser	We will pay the Adviser the Performance Fee with respect to the Class S Shares, Class D Shares and Class I Shares. The Performance Fee will be an amount equal to 10% of the Company’s Performance

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Type of Compensation and Recipient

Determination of Amount

Fee Income (as defined below) for each calendar year that is allocable to such Class of Shares, based on the calculation of each Class’s relative percentage of aggregate NAV during the applicable period. No Performance Fee will be payable with respect to any Class of Shares in any calendar year in which we post a negative Total Return Per Share (as defined below) with respect to such Class of Shares. We will not pay the Adviser a performance fee with respect to Class E Shares. Performance Fee payments will be made annually and accrue monthly commencing on the later of March 1, 2024, and the date on which we file as a reporting company under the Exchange Act. The Performance Fee may be paid, at the Adviser’s election, in cash or in Class E Shares. “Performance Fee Income” with respect to each Class of Shares subject to a Performance Fee means the calculation of net income (determined in accordance with U.S. GAAP) allocable to such Class of Shares adjusted as follows: (i) (A) prior to the Organization and Offering Expense Commencement Date, net income will exclude organization and offering expenses advanced by the Adviser during the relevant period and (B) prior to the Operating Expense Commencement Date, net income will exclude Operating Expenses (including Borrowing Costs) advanced by the Adviser during the relevant period. (ii) after the Organization and Offering Expense Commencement Date and the Operating Expense Commencement Date, as applicable, the calculation of net income will include: (A) organization and offering expenses previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (B) operating expenses (including Borrowing Costs) previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (C) organization and offering expenses incurred on or after the Organization and Offering Expense Commencement Date, with the exception of upfront Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees incurred during the calendar year period (or partial period); and (D) operating expenses (including Borrowing Costs) incurred on or after the Operating Expense Commencement Date during the calendar year period (or partial period).

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Type of Compensation and Recipient	Determination of Amount
	“Total Return Per Share” means, with respect to any calendar year and with respect to any Class of Shares, an amount equal to: (i) the cumulative distributions per share accrued with respect to such Class of Shares since the beginning of the calendar year plus (ii) the change in NAV per Share of such Class of Shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for Performance Fees with respect to such Class of Shares or (z) any applicable Stockholder Servicing Fees.
Commitment Fees – The Adviser	We will seek that each Borrower or Sponsor pay us (or a subsidiary of ours) a commitment fee calculated as a percent of the whole loan on a fully funded basis as determined by the Adviser at the time of the closing of the loan origination. We will pay to the benefit of the Adviser (or affiliate thereof), 50% of the commitment fee received for such loan origination up to 0.50% of the whole loan on a fully funded basis. For the avoidance of doubt, if a loan is repaid or deemed repaid, and another loan is made to replace such prior loan in whole or in part, then an additional commitment fee will be paid with respect to such new loan whether or not the loan amount and/or collateral of such loan is the same as the loan amount and/or collateral of the replaced loan. As of March 31, we had not incurred any Adviser Commitment Fees. As of the date of this Registration Statement, the Company has incurred $867,650 in Adviser Commitment Fees.
Fees from Other Services – Affiliates of the Adviser	The Adviser’s affiliates may from time to time provide services to us or the Operating Partnership relating to our investments or our operations that would otherwise be performed for us by third parties. Such services will include internal accounting, legal and audit services (including valuation support services). Such services may also include account management services, corporate secretarial services, data management services, directorship services, investor relations services, information technology services, finance/budget services, human resources, judicial processes, operational services, risk management services, tax services, treasury services, transaction consulting services and other similar operational matters. In such event, we will reimburse the Adviser or the Adviser’s affiliate, as applicable, the cost of performing such services (including employment costs and related expenses allocable thereto, as reasonably determined by the Adviser), provided that such reimbursements will not exceed the amount that would be payable by us if such

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Type of Compensation and Recipient	Determination of Amount
	services were provided by a third party on an arms-length basis.
Upfront Selling Commissions and Dealer Manager Fees – The Dealer Manager (Affiliate)	The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees of up to 3.5% of the transaction price of each Class S Share and up to 1.5% of the transaction price of each Class D Share. Upfront selling commissions will not be paid with respect to Class E and Class I Shares. Such upfront selling commissions and dealer manager fees will be paid upon a stockholder purchasing Shares, and may be waived at the Dealer Manager’s discretion.

Item 8. Legal Proceedings

From time to time, we and our subsidiaries may become parties to various claims and lawsuits arising out of our operations in the normal course of business. We are not aware of any current or pending material legal proceedings to which we are party.

Item 9. Market Price of and Dividends on The Registrant’s Common Equity and Related Stockholder Matters

Market Information

Our stock is currently not traded on any public market and we currently do not intend to list the Shares on an exchange. As of the date of this Registration Statement, management has not undertaken any discussions, preliminary or otherwise, with any prospective market maker concerning the participation of such market maker in the aftermarket for our securities.

We have and will continue to offer Shares in transactions exempt from registration under the Securities Act. See Item 10 “Recent Sales of Unregistered Securities” for more information. As of the date of this Registration Statement, we had 4,375 Common Shares outstanding and 116 holders.

Distributions

We intend to declare distributions to all Classes of common stock based on record dates established by the Board and to pay such distributions on a monthly basis. We plan to commence declaring distributions the first full month immediately following the first purchase of Shares in the Continuous Offering by an investor unaffiliated with us or the Adviser. Any distributions we make are at the discretion of the Board, considering factors such as earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, distribution rates and payment frequency may vary from time to time. Stockholders will not be entitled to receive a distribution if Shares are repurchased prior to the applicable time of the record date.

The Board’s discretion as to the payment of distributions will be directed, in substantial part, by its determination to distribute sufficient income so that we satisfy the requirements for qualification as a REIT for tax purposes. To qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we qualify to be taxed as a REIT. See Item 11 “Description of Registrant’s Securities to be Registered” for more information.

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Valuation Guidelines

The Board has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by the Adviser and Independent Valuation Advisors in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. These guidelines are designed to seek to produce a fair and accurate estimate of the price that would be received for our investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about our investments.

The calculation of NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities as described below and will likely differ from the book value of equity reflected in our financial statements. We prepare our financial statements based on historical cost in accordance with U.S. GAAP and intend to elect the fair value option for our Credit Assets and our Loan Facilities. To calculate NAV for the purpose of establishing a purchase and repurchase price for Common Shares, we adopted a model that adjusts the value of our assets and liabilities from historical cost to fair value generally in accordance with the U.S. GAAP principles set forth in FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures. Because these fair value calculations will involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of assets may differ from their actual realizable value or future fair value. While we believe these NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate NAV in a certain way. As a result, other REITs may use different methodologies or assumptions to determine NAV. In addition, NAV is not a measure used under U.S. GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from U.S. GAAP. Stockholders should not consider NAV to be equivalent to stockholders’ equity or any other U.S. GAAP measure.

Independent Valuation Advisors

One fundamental element of the valuation process, the valuation of Credit Assets and Loan Facilities, is performed by our Independent Valuation Firm, Chatham, which is a valuation firm selected by the Adviser and approved by the Board, including a majority of our independent directors. Chatham is engaged in the business of rendering opinions regarding the value of real estate-related debt and is not affiliated with us or the Adviser.

The compensation we pay to Chatham is based on the number of Credit Assets and loan facilities valued and is not based on estimated values. The Adviser, with the approval of the Board, including a majority of independent directors, may engage additional Independent Valuation Firms in the future as our portfolio grows and diversifies. While the Independent Valuation Firms are responsible for providing the valuations described above, they are not responsible for, and do not calculate, our NAV. The Adviser is ultimately responsible for the determination of NAV.

Our Independent Valuation Firms may be replaced at any time, in accordance with agreed-upon notice requirements, by a majority vote of the Board, including a majority of our independent directors. We will promptly disclose any changes to the identity or role of the Independent Valuation Firms to stockholders. The Independent Valuation Firms will discharge their respective responsibilities in accordance with our valuation guidelines.

The Board will not be involved in the periodic valuation of our assets and liabilities but will periodically receive and review such information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility. NAV per Share for each Class of Common Shares will be calculated monthly by FTI Consulting, Inc. (“FTI”), and such calculation will be reviewed and confirmed by the Adviser. Pursuant to our valuation services agreement with the Independent Valuation Firm, the Adviser receives monthly valuation reports from the Independent Valuation Firm. Using these reports, the Adviser renders a final combined valuation of our assets and liabilities in order for FTI to calculate the NAV per Share for each Class of Common Shares.

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We have agreed to pay fees to the Independent Valuation Firm upon their delivery of valuation reports. We also agreed to indemnify the Independent Valuation Firm against certain liabilities arising out of these engagements. The compensation paid to the Independent Valuation Firm will not be based on the estimated values of our assets.

Our Independent Valuation Firm is expected to continue to provide valuation advisory services to Invesco and its affiliates and have received, and are expected to continue to receive, fees in connection with such services. The Independent Valuation Firm and its affiliates will from time to time perform other commercial real estate and financial advisory services for Invesco and its affiliates, or in transactions related to collateral that is a component of the subjects of the valuations being performed for us, or otherwise, so long as such other services do not adversely affect the independence of the Independent Valuation Firm as certified in the applicable appraisal or valuation report.

Assets

Valuation of Credit Assets

The fair market value of the Credit Assets will be determined by Chatham. Newly originated or acquired Credit Assets will initially be valued at par in the month that they are closed, which is expected to represent fair value at that time. Chatham will prepare monthly valuations of our Credit Assets. For each month after the initial month in which a Credit Asset is closed, Chatham will value each Credit Asset at fair market value. Valuations of Credit Assets reflect changes in interest rates, spreads, loan tests and metrics, risk ratings, and anticipated liquidation timing and proceeds, among others. The fair value is determined by discounting the future contractual cash flows to the present value using a current market interest rate or spread. The market rate is determined through consideration of the interest rates for debt of comparable quality and maturity, and the value of the underlying real estate investment.

Each valuation report prepared by Chatham is addressed solely to us. Chatham’s valuation reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value of Shares and do not constitute a recommendation to any person to purchase or sell Shares. In preparing its reports, Chatham will not solicit third-party indications of interest for Shares in connection with possible purchases thereof or the acquisition of all or any part of our company.

Valuation of Collateral

An appraisal will be completed by an outside third-party appraisal firm prior to the closing of each transaction and will be utilized for the first year’s reporting period thereafter. Subsequently, for each transaction Capright will appraise the collateral each year thereafter. Valuations of collateral reflect changes in property value based on comparable trades, occupancy, expirations, discounted cash flows, and anticipated liquidation timing and proceeds, among others. The Adviser may choose to obtain an interim period appraisal if a material event occurs and impacts the collateral.

Each valuation report prepared by Capright will be addressed solely to us, but provided to Chatham for consideration in the valuation of Credit Assets. Capright’s valuation reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value of our collateral.

Valuation of Real Estate Owned Properties

In the event we pursue ownership interest in the underlying collateral on a defaulted loan, then the asset will become real estate owned (“REO”). REO properties will initially be valued at fair value less closing costs, at the time of acquisition. Thereafter, the REO properties will be valued by our appraiser periodically, as needed. Property-level valuations reflect changes in property value based on comparable trades, occupancy, expirations, discounted cash flows, and anticipated liquidation timing and proceeds, among others.

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Each valuation report prepared by the appraiser is addressed solely to us. Any appraiser’s valuation report is not addressed to the public and may not be relied upon by any other person to establish the value of the property.

Valuation of Other Real Estate-Related Assets

Our investments in real estate-related assets will focus on non-distressed public and private real estate-related debt securities, including, but not limited to, CMBS, corporate bonds, mortgage loans, mezzanine and other forms of debt, mezzanine and preferred equity. In general, real estate-related assets are valued by the Adviser according to the procedures specified below upon acquisition or issuance and then monthly. Interim valuations of real estate-related assets that are valued monthly may be performed if the Adviser believes the value of the applicable asset may have changed materially since the most recent valuation. In addition, the Board may retain additional independent valuation firms to assist with the valuation of real estate-related assets.

Publicly Traded Real Estate-Related Assets

Publicly traded real-estate related assets that are not restricted as to salability or transferability will generally be valued by the Adviser monthly on the basis of publicly available market quotations or at fair value determined in accordance with U.S. GAAP. Market quotations may be obtained from third-party pricing service providers or broker-dealers. When reliable market quotations are available from multiple sources, the Adviser will use commercially reasonable efforts to use two or more quotations and will value the assets based on the average of the quotations obtained. U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. If market quotations are not readily available (or are otherwise not reliable for a particular investment), the fair value will be determined in good faith by the Adviser. The Adviser may adjust the value of public debt and equity real estate-related assets and derivatives that are restricted as to salability or transferability for a liquidity discount. In determining the amount of such discount, consideration is given to the nature and length of such restriction and the relative volatility of the market price of the security.

Private Real Estate-Related Assets

Investments in privately placed debt instruments and securities of real estate-related operating businesses (other than joint ventures), such as real estate development or management companies, will initially be valued by the Adviser at the acquisition price and thereafter will be revalued at least monthly at fair value. The fair value of real-estate related operating businesses is generally determined by using valuation methodologies such as discounted cash flow and market comparable analysis. The valuation analysis is supplemented with a qualitative assessment of the operating businesses’ operating metrics such as sales growth, revenue traction, margin, key account wins and stability of executives. In evaluating the fair value of our interests in certain commingled investment vehicles, values periodically assigned to such interests by the respective issuers or broker-dealers may be relied upon.

Valuation of Derivative Instruments

In the ordinary course of business, we may hedge interest rate and foreign currency exposure with derivative financial instruments. We report our derivative assets and liabilities at fair value as determined by an independent pricing service. We generally obtain one price per instrument from our primary pricing service. If the primary pricing service cannot provide a price, we will seek a value from other pricing services. The pricing service values bilateral interest rate swaps and interest rate caps under the income approach using valuation models. The significant inputs in these models are readily available in public markets or can be derived from observable market transactions for substantially the full terms of the contracts. The pricing service values currency forward contracts under the market approach through the use of quoted market prices available in an active market.

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Valuation of Liquid Non-Real Estate-Related Assets

Liquid non-real estate-related assets include credit rated government debt securities, corporate debt securities, cash and cash equivalents. Liquid non-real estate-related assets will be valued monthly by the Adviser based on market quotations or at fair value determined in accordance with U.S. GAAP.

Liabilities

Valuation of Facilities

The fair market value of facilities, or the sum of our portfolio-level financing arrangements and Company-Level Facilities, will be determined by Chatham, the facilities valuation advisor, selected by the Adviser and approved by the Board, including a majority of independent directors. Chatham will prepare monthly valuations of each Facility, which will be used in calculating NAV. New facilities will initially be valued at par, which is expected to represent fair value at that time. Thereafter, Chatham will prepare monthly valuations of the facilities that will be used in calculating NAV. Any changes to the fair value of facilities are expected to reflect changes including interest rates, spreads, and key loan metrics and tests utilizing the collateral value and cash flows, including the estimated liquidation timing and proceeds.

Each valuation report prepared by Chatham is addressed solely to us. Chatham’s valuation reports are not addressed to the public and may not be relied upon by any other person to establish value of the facilities that will be used in calculating NAV.

The Board has delegated to the Adviser the responsibility for monitoring significant events that may materially affect the values of our facilities for determining whether the existing valuations should be re-evaluated prior to the next scheduled monthly valuation in light of such significant events.

Valuation of Securitized Credit Assets

The fair value of any collateralized financing assets and securitized liabilities will generally be measured using the more observable of the fair value of the securitized assets and liabilities using the Valuation Guidelines discussed above.

Review of and Changes to Our Valuation Guidelines

Our Independent Valuation Adviser will review the valuation guidelines and methodologies with the Adviser and the Board at least annually. From time to time, the Board, including a majority of our independent directors, may adopt changes to the valuation guidelines if it (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. Any changes to our valuation guidelines require the approval of the Board, including a majority of independent directors.

NAV and NAV per Share Calculation

NAV for the Common Shares, and any other Class of common stock that we may elect to issue in the future, will be calculated by FTI. The Board, including a majority of independent directors, may replace FTI with another party, including the Adviser, if it is deemed appropriate to do so. The Adviser is responsible for reviewing and confirming the NAV and overseeing the process around the calculation of the NAV, in each case, as performed by FTI.

Each Class will have an undivided interest in our assets and liabilities, other than Class-specific stockholder servicing fees and management fees. In accordance with the valuation guidelines, FTI will calculate our NAV per

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Share for each Class as of the last calendar day of each month, including the estimated fair value of (1) Credit Assets and Debt Securities owned by us and (2) any other assets and liabilities. Because stockholder servicing fees allocable to a specific Class of Shares will only be included in the NAV calculation for that Class, the NAV per Share for our Share Classes may differ.

The monthly NAV for each Class of Common Shares will be based on the net asset values of our investments, the addition of any other assets (such as cash on hand), and the deduction of Facilities and any other liabilities (including accrued performance fees and the deduction of any stockholder servicing fees specifically applicable to such Class of Shares). At the end of each month, before taking into consideration repurchases or Class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each Class of Common Shares based on each Class’s relative percentage of the previous aggregate NAV plus issuances of Shares that were effective on the first calendar day of such month. The NAV calculation is available generally within 15 calendar days after the end of the applicable month. Changes in monthly NAV includes, without limitation, accruals of our net portfolio income, interest expense, the Management Fees, Performance Fees, distributions, unrealized/realized gains and losses on assets, any applicable organization and offering expenses and any expense reimbursements. Changes in monthly NAV also includes material non-recurring events, such as capital expenditures occurring during the month. On an ongoing basis, the Adviser will adjust the accruals to reflect actual operating results and the outstanding receivable, payable and other account balances resulting from the accumulation of monthly accruals for which financial information is available. The operating expenses and organizational and offering expenses which are advanced by the Adviser to be reimbursed by us will not be included in such calculations until reimbursed to the Adviser.

The Adviser has agreed to advance all organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through the Organization and Offering Expense Commencement Date. We will reimburse the Adviser for all such advanced costs and expenses ratably over the 60 months following the Organization and Offering Expense Commencement Date. For purposes of calculating our NAV, the organization and offering expenses paid by the Adviser through the Organization and Offering Expense Commencement Date will not be deducted as an expense until reimbursed by the Company (however such expenses may be amortized in order to mitigate these effects). After the Offering Expense Commence Date, we will reimburse the Adviser for any offering expenses that it incurs on behalf of us as and when incurred (or promptly thereafter).

Following the aggregation of the net asset values of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities, FTI incorporates any Class-specific adjustments to NAV, including additional issuances and repurchases of common stock and accruals of Class-specific stockholder servicing fees. The declaration of distributions will reduce the NAV for each Class of our common stock in an amount equal to the accrual of our liability to pay any such distribution to our stockholders of record of each Class. NAV per Share for each Class of common stock is calculated by dividing such Class’s NAV at the end of each month by the number of Shares outstanding for that Class at the end of such month.

Relationship between NAV and a Share’s Transaction Price

Generally, our transaction price for any elected repurchases by us will equal the prior month’s NAV per Share. The transaction price will be the price at which we repurchase the Common Shares and the price at which we offer the Common Shares during the Continuous Offering and distribution reinvestment plan, if applicable. Although the transaction price will generally be based on the prior month’s NAV per Share, such prior month’s NAV may be significantly different from the current NAV per Share as of the date on which a stockholder’s purchase or repurchase occurs.

In addition, we may offer Common Shares based on a transaction price that we believe reflects the NAV per Share more appropriately than the prior month’s NAV per Share (including by updating a previously disclosed offering price) or suspend the offering and distribution reinvestment plan or the Share Repurchase Plan in cases

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where we believe there has been a material change (positive or negative) to our NAV per Share since the end of the prior month. In cases where the transaction price is not based on the prior month’s NAV per Share, the offering price and repurchase price will not equal the NAV per Share as of any time.

Limits on the Calculation of NAV per Share

The overarching principle of our valuation guidelines is to seek to produce reasonable estimated values for each of our investments (and other assets and liabilities), or the price that would be received for that investment in orderly transactions between market participants. Any resulting potential disparity in our NAV per Share may be in favor or to the detriment of existing stockholders whose Common Shares are repurchased, or new purchasers of the Common Shares, as the case may be, depending on the circumstances at the time (for cases in which our transaction price is based on NAV).

Additionally, while the methodologies contained in our valuation guidelines are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), the ability to calculate NAV may be impaired or delayed, including, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which we may rely in determining the monthly value of our NAV. In these circumstances, a more accurate valuation of the NAV could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in the Adviser’s reasonable judgment, the administration of the valuation guidelines would result in a valuation that does not represent a fair and accurate estimate of the value of our investment, alternative methodologies may be applied, provided that the Adviser shall notify the Board at the next scheduled board meeting of any alternative methodologies utilized and their impact on the overall valuation of our investments. Notwithstanding the foregoing, the Board may suspend the Continuous Offering and distribution reinvestment plan or our Share Repurchase Plan if it determines that the calculation of NAV is materially incorrect or unreliable or there is a condition that restricts the valuation of a material portion of our assets.

We include no discounts to our NAV for the illiquid nature of the Common Shares, including the limitations on stockholders’ ability to sell Common Shares under our Share Repurchase Plan and our ability to suspend or terminate our Share Repurchase Plan at any time. Our NAV generally does not consider exit costs (e.g., selling costs and commissions and debt prepayment penalties related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of NAV, NAV per Share is not derived from the market pricing information of open-end real estate debt funds listed on stock exchanges.

NAV per Share does not represent the amount of our assets less our liabilities in accordance with U.S. GAAP. We do not represent, warrant or guarantee that:

• a stockholder would be able to realize the NAV per Share for the Shares a stockholder owns if the stockholder attempts to sell its Shares;

• a stockholder would ultimately realize distributions per Share equal to the NAV per Share upon liquidation of our assets and settlement of our liabilities or a sale of us;

• Shares of our common stock would trade at their NAV per share on a national securities exchange;

• a third party would offer the NAV per Share for Shares in an arm’s-length transaction to purchase all or substantially all of the Shares; and/or

• the NAV per Share would equate to a market price of an open-ended real estate debt fund.

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Item 10. Recent Sales of Unregistered Securities

Private Placement Offering

We are engaging in a continuous, unlimited private placement offering, which we refer to as the Continuous Offering, of our common stock to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) (the “Continuous Offering”), made pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws. The Continuous Offering is pursuant to a confidential private placement memorandum dated May 8, 2023, as supplemented to date.

As of the date of the Registration Statement, there have been no purchases under the Continuous Offering.

Subscription Agreement

We entered into the Invesco Subscription Agreement with Invesco Realty, Inc. on March 23, 2023. Under the Invesco Subscription Agreement, Invesco Realty, Inc. agreed to purchase an aggregate of $150 million of Class D Shares, Class I Shares, Class S Shares and Class E Shares in one or more closings on or prior to March 23, 2028.

The aggregate offering proceeds to date from the Invesco Subscription Agreement is $40,000 from the sale of approximately 400 Shares each of Class S, Class D, Class I and Class E purchased on May 2, 2023, made in a private offering pursuant to Section 4(a)(2) of the Securities Act and applicable state securities laws.

The Stapled Units Offering

We entered into an Engagement Letter with REIT Investment Group, LLC (“RIG”) and a Selling Agreement with RIG’s affiliate, Iroquois Capital Advisors, LLC, to offer and sell Stapled Units to “accredited investors.” A “Stapled Unit” means a unit consisting of one share of each of the Series A Preferred Stock, Class D Share, Class I Share and Class S Share.

On June 15, 2013, we issued 111 Stapled Units, at a price of $1,075 per unit, in an unregistered private offering under Section 4(A)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act.

The aggregate offering proceeds of the Stapled Units offering is approximately $119,000 and we have received net offering proceeds of approximately $107,000 after issuance costs.

Item 11. Description of Registrant’s Securities to Be Registered

Under our Charter, we have authority to issue a total of 2,050,000,000 Shares. Of the total Shares authorized, 2,000,000,000 Shares are classified as common stock with a par value of $0.01 per share, 500,000,000 of which are classified as Class S Shares, 500,000,000 of which are classified as Class D Shares, 500,000,000 of which are classified as Class I Shares and 500,000,000 of which are classified as Class E Shares, and 50,000,000 Shares are classified as preferred stock with a par value of $0.01 per share. In addition, the Board may amend our Charter from time to time, without stockholder approval, to increase or decrease the aggregate number of Shares or the number of Shares of any Class or series that we have authority to issue.

Common Stock

Subject to the restrictions on ownership and transfer of stock set forth in our Charter and except as may otherwise be specified in our Charter, the holders of Common Shares are entitled to one vote per share on all matters upon which stockholders are entitled to vote pursuant to our Charter and applicable law, including election of our directors. The holders of Common Shares vote together as a single Class on all actions to be taken

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by the stockholders; provided, however, that with respect to (1) any amendment of our Charter that would materially and adversely affect the rights, preferences and privileges of only a particular Class of common stock, (2) any matter submitted to stockholders that relates solely to a particular Class of common stock or (3) any matter submitted to stockholders in which the interests of a particular Class of common stock differs from the interests of all other Classes of common stock, only the affirmative vote of the holders of a majority of such affected Class of common stock, with no other Class of common stock voting except such affected Class of common stock voting as a separate Class, will be required.

Our Charter does not provide for cumulative voting in the election of our directors. Therefore, the holders of a majority of the outstanding Common Shares can elect our entire Board. Subject to any preferential rights of any outstanding Class or series of Shares and to the provisions in our Charter regarding the restriction on ownership and transfer of Shares, the holders of Shares are entitled to such distributions as may be authorized from time to time by the Board and declared by us out of legally available funds and, upon liquidation, are entitled to receive all assets available for distribution to our stockholders. Holders of Common Shares will not have preemptive rights, meaning that our stockholders will not have an automatic option to purchase any new Shares that we issue.

Our Charter also contains a provision permitting the Board, without any action by our stockholders, to classify or reclassify any unissued Shares into one or more Classes or series by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of any new Class or series of shares.

We will not issue certificates for our shares. Shares will be held in “uncertificated” form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable stock certificates and eliminate the need to return a duly executed stock certificate to effect a transfer. SS&C GIDS, Inc. acts as our registrar and as the transfer agent for our Common Shares. Transfers can be effected by mailing to our transfer agent a transfer and assignment form, which we will provide to our stockholders at no charge upon written request.

Class S, D, I and E Shares

We currently offer Class S, Class D, Class I and Class E Shares via the Continuous Offering to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act), for an indefinite period. Shares issued in any other offerings may have class-specific changes and different management fees than the Shares sold in the Continuous Offering.

For stockholders who participate in the distribution reinvestment plan, the cash distributions attributable to the Common Shares will be automatically invested in Common Shares of the corresponding Class (Class S, Class D, Class I or Class E respectively).

Conversion of Common Stock

We are structured as a non-exchange traded, perpetual-life REIT, and therefore the Common Shares are not listed on a national exchange, and as of the date of this Registration Statement there is no plan to list the Common Shares on a national exchange. While the Shares are not currently listed on a national exchange, we may list the Common Shares on a national stock exchange at some point in the future upon Board action and without a stockholder vote and upon the listing, shares of common stock not so listed will convert into a number of Shares of the common stock that is listed equal to a prescribed formula and subject to certain requirements.

In addition, each Class S Share, Class D Share and Class E Share held in a stockholder’s account will automatically and without any action on the part of the holder thereof convert into a number of Class I Shares with an equivalent NAV on the earliest of (a) our merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of our assets, in each case in a transaction in which the stockholders receive cash or securities listed on a national securities exchange, and (b) the end of the month in which the

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dealer manager for the offering in which Shares were purchased in conjunction with our transfer agent determines that total selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the Shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or such other percentage not exceeding 10% as determined by the Board and disclosed by us in a press release reported by a widely circulated news or wire service or in a document publicly filed by us with the SEC pursuant to the Exchange Act) of the sum of the gross proceeds from the sale of such Shares and the aggregate proceeds of any Shares issued under our distribution reinvestment plan upon the reinvestment of the distributions paid with respect to such Shares or with respect to any Shares issued under the distribution reinvestment plan directly or indirectly attributable to such Shares.

Preferred Stock

Our Charter authorizes the Board to designate and issue one or more Classes or series of preferred stock without stockholder approval, and to establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of each Class or series of preferred stock so issued. Because the Board has the power to establish the preferences and rights of each Class or series of preferred stock, it may afford the holders of any series or Class of preferred stock preferences, powers and rights senior to the rights of holders of the Common Shares.

For example, the Board already authorized and the Company subsequently issued Series A Preferred Stock, which with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up rank senior to the Common Shares.

Meetings and Special Voting Requirements

An annual meeting of the stockholders will be held each year. Special meetings of stockholders may be called only upon the request of a majority of the Board, a majority of our independent directors or our chief executive officer, president or chairperson of the Board, and must be called by our secretary to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting. Upon receipt of a written request stating the purpose of any such special meeting and the matters proposed to be acted on at such meeting and the satisfaction of certain procedural requirements set forth in the Bylaws, our secretary will provide a written notice to our stockholders not less than ten and not more than 90 days before the meeting. The presence either in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting on any matter will constitute a quorum. Generally, the affirmative vote of a majority of all votes cast is necessary to take stockholder action, except as described in the next paragraph and except that a plurality of the votes cast at a duly called meeting at which a quorum is present is sufficient to elect a director.

Under the MGCL and our Charter, stockholders generally are entitled to vote at a duly held meeting at which a quorum is present on (1) amendments to our Charter, (2) our dissolution, (3) a merger, consolidation, conversion, statutory share exchange or sale or other disposition of all or substantially all of our assets, and (4) election or removal of our directors. Except with respect to the election of directors or as otherwise provided in the MGCL or our Charter, the vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve any such action, and no such action can be taken by the Board without such majority vote of our stockholders. Stockholders are not entitled to exercise any of the rights of an objecting stockholder provided for in Title 3, Subtitle 2 of the MGCL unless the Board determines that such rights apply, with respect to all or any Classes or series of stock, to one or more transactions occurring after the date of the determination in connection with which stockholders would otherwise be entitled to exercise such rights. Stockholders have the power to remove a director from the Board for cause, by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors.

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Restrictions on Ownership and Transfer

Our Charter contains restrictions on the number of Shares that a person or group may own. No person or group may acquire or hold, directly or indirectly through application of constructive ownership rules, (i) in excess of 9.9% in value or number of Shares, whichever is more restrictive, of our outstanding common stock; or (ii) 9.9% in value or number of Common Shares, whichever is more restrictive, of our outstanding Shares of all Classes or series (including any preferred shares) unless they receive an exemption from the Board.

Subject to certain limitations, the Board, in its sole discretion, may exempt a person prospectively or retroactively from, or modify, these limits, subject to such terms, conditions, representations and undertakings as it may determine or our Charter may require. The Board may grant limited exemptions to certain persons who directly or indirectly own Shares, including directors, officers and stockholders controlled by them or trusts for the benefit of their families.

Our Charter further prohibits any person from beneficially or constructively owning Shares that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT and any person from transferring Shares if the transfer would result in Shares being beneficially owned by fewer than 100 persons. Any person who acquires or intends to acquire Shares that may violate any of these restrictions, or who is the intended transferee of Shares which are transferred to the trust, as described below, is required to give us immediate written notice, or in the case of a proposed or attempted transaction, give at least 15 days prior written notice, and provide us with such information as we may request in order to determine the effect of the transfer on our status as a REIT. The above restrictions will not apply if the Board determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with such restrictions is no longer required for us to qualify as a REIT.

Any attempted transfer of Shares which, if effective, would result in violation of the above limitations, except for a transfer which results in Shares being beneficially owned by fewer than 100 persons (in which case such transfer will be void and of no force and effect and the intended transferee will acquire no rights in such Shares) will result in the number of Shares causing the violation, rounded up to the nearest whole Share, being automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries designated by us and the proposed transferee will not acquire any rights in the Shares. The automatic transfer will be deemed to be effective as of the close of business on the business day, as defined in our Charter, prior to the date of the transfer. Shares held in the trust will be issued and outstanding Shares. The proposed transferee will not benefit economically from ownership of any Shares held in the trust, will have no rights to dividends and no rights to vote or other rights attributable to the Shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to Shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiaries. Any dividend or other distribution paid prior to our discovery that Shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or distribution paid to the trustee will be held in trust for the charitable beneficiaries. Subject to Maryland law, the trustee will have the authority to rescind as void any vote cast by the proposed transferee prior to our discovery that the Shares have been transferred to the trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiaries. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

Within 20 days of receiving notice from us that Shares have been transferred to the trust, the trustee will sell the Shares to a person designated by the trustee, whose ownership of the Shares will not violate the above ownership limitations. Upon the sale, the interest of the charitable beneficiaries in the Shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and to the charitable beneficiaries as follows. The proposed transferee will receive the lesser of (1) the price paid by the proposed transferee for the Shares or, if the proposed transferee did not give value for the Shares in connection with the event causing the Shares to be held in the trust, such as a gift, devise or other similar transaction, the NAV per

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Share on the day of the event causing the Shares to be held in the trust and (2) the price per share received by the trustee from the sale or other disposition of the Shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends and other distributions which have been paid to the proposed transferee and are owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount payable per share to the proposed transferee will be paid immediately to the charitable beneficiaries. If, prior to our discovery that Shares have been transferred to the trust, the Shares are sold by the proposed transferee, then the Shares will be deemed to have been sold on behalf of the trust and, to the extent that the proposed transferee received an amount for the Shares that exceeds the amount such proposed transferee was entitled to receive, the excess will be paid to the trustee upon demand.

In addition, Shares held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price per share in the transaction that resulted in the transfer to the trust, or, in the case of a devise or gift, the NAV per Share at the time of the devise or gift and (2) the NAV per Share on the date we, or our designee, accept the offer. We will have the right to accept the offer until the trustee has sold the Shares. Upon a sale to us, the interest of the charitable beneficiaries in the Shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee. We may reduce the amount payable to the proposed transferee by the amount of dividends and other distributions which have been paid to the proposed transferee and are owed by the proposed transferee to the trustee. We may pay the amount of such reduction to the trustee for the benefit of the charitable beneficiaries.

If the transfer to the trust as described above is not automatically effective for any reason to prevent violation of the above limitations or our failing to qualify as a REIT, then the transfer of the number of Shares that otherwise cause any person to violate the above limitations will be void and the intended transferee will acquire no rights in such Shares.

All certificates, if any, representing Shares issued in the future will bear a legend referring to the restrictions described above.

Every owner of more than 5% of the outstanding Shares during any taxable year, or such lower percentage as required by the Code or the regulations promulgated thereunder or as otherwise required by the Board, within 30 days after the end of each taxable year, is required to give us written notice, stating his or her name and address, the number of Shares of each Class and series of our stock which he or she beneficially owns and a description of the manner in which the Shares are held. Each such owner will provide us with such additional information as we may request in order to determine the effect, if any, of its beneficial ownership on our status as a REIT and to allow us to evaluate its compliance with the ownership limits. In addition, each stockholder will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Distributions

We intend to declare distributions to all Classes of common stock based on record dates established by the Board and to pay such distributions on a monthly basis. We plan to commence declaring distributions the first full month immediately following the first purchase of Common Shares in the Continuous Offering by an investor unaffiliated with us or the Adviser. Any distributions we make are at the discretion of the Board, considering factors such as earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, distribution rates and payment frequency may vary from time to time. Stockholders will not be entitled to receive a distribution if Shares are repurchased prior to the applicable time of the record date.

Under the MGCL, the Board may delegate to a committee of directors the power to fix the amount and other terms of a distribution. In addition, if the Board gives general authorization for a distribution and provides for or establishes a method or procedure for determining the maximum amount of the distribution, the Board may

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delegate to one or more of our officers the power, in accordance with the general authorization, to fix the amount and other terms of the distribution.

The Board’s discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the REIT requirements. To qualify as a REIT, we are required to pay distributions sufficient to satisfy the requirements for qualification as a REIT for tax purposes. We intend to distribute sufficient income so that we satisfy the requirements for qualification as a REIT. To qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we qualify to be taxed as a REIT.

The per Share amount of distributions on Class S, Class D, Class I and Class E Shares may differ because of different class-specific stockholder servicing fees that are deducted from the gross distributions for each Share class. Specifically, distributions on Class S Shares generally will be lower than distributions on Class D Shares, because we are required to pay higher ongoing stockholder servicing fees with respect to the Class S Shares. Class I Shares and Class E Shares will not have any ongoing stockholder servicing fees.

There is no assurance that we will pay distributions in any particular amount, if at all. We may fund any distributions from sources other than cash flow from operations, including, without limitation, loan repayments, borrowings, return of capital or offering proceeds (including from sales of common stock), and we have no limits on the amounts we may pay from such sources. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in the distribution reinvestment plan, the extent to which the Adviser elects to receive its Management Fee or Performance Fee in Common Shares, and how quickly we invest the proceeds from this and any future offering and the performance of our originations and investments. Funding distributions from loan repayments, borrowings, return of capital or proceeds of the Continuous Offering will result in us having less funds available to acquire investments. As a result, the return the stockholders realize on their investment may be reduced. Doing so may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute stockholder’s interest in us on a percentage basis and may impact the value of a stockholder’s investment especially if we sell these securities at prices less than the price paid for such stockholder’s Shares.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan. Holders of Common Shares will have the cash distributions attributable to the Shares they own automatically reinvested in additional Shares of the same Class of on the business day such distribution would have been paid to such stockholder, unless they elect not to participate in our distribution reinvestment plan; provided, however, that clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to participate in our distribution reinvestment plan.

The purchase price for Common Shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price for the applicable Class of Shares at the time the distribution is payable. Stockholders will not pay upfront selling commissions when purchasing Shares pursuant to the distribution reinvestment plan.

The Board reserves the right to amend any aspect of our distribution reinvestment plan without the consent of the stockholders, provided that notice of any material amendment is sent to participants at least ten (10) business days prior to the effective date of that amendment. In addition, we may suspend or terminate the distribution reinvestment plan for any reason at any time upon ten business days’ prior written notice to participants. A stockholder’s participation in the distribution reinvestment plan will be terminated to the extent that a reinvestment of such stockholder’s distributions would cause the percentage ownership or other limitations contained in our Charter to be violated. Participants may terminate their participation in the distribution reinvestment plan with ten business days’ prior written notice to us.

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Transfer Agent

Our transfer agent is SS&C GIDS, Inc., whose phone number (833) 834-4924.

Item 12. Indemnification of Directors and Officers

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The Charter contains such a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

The MGCL requires a corporation (unless its charter provides otherwise, which our Charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity against reasonable expenses actually incurred in the proceeding in which the director or officer was successful. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or on behalf of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Under our Charter, to the maximum extent permitted under Maryland law, we must indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any individual who is a present or former director or officer of ours and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, (2) any individual who, while a director or officer of ours and at our request, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, or (3) the Adviser and any of its affiliates acting as an agent of ours and made or threatened to be made a party to the proceeding by reason of its service in that capacity. The rights to indemnification and advance of expenses provided to a director or officer by the Charter will vest immediately upon election of such director or officer. We may, with the approval of the Board or any duly authorized committee thereof, provide such indemnification and advance expenses to a person who served a predecessor of ours in any of the capacities described in (1) or (2) above and to any employee or agent of ours or a predecessor of ours.

Item 13. Financial Statements and Supplementary Data

See the Financial Statements set forth on page F-1 of this Registration Statement.

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Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 15. Financial Statements and Exhibits

(a)    FINANCIAL STATEMENTS.

The financial statements and financial statement schedules filed as part of this Registration Statement are included in Item 13 hereof and page F-1 of this Form 10.

(b)    EXHIBITS. The following exhibits are included as part of this report:

Exhibit No.	Description
3.1	Articles of Amendment and Restatement of the Company
3.2	Articles Supplementary Classifying and Designating a Class  of Preferred Stock as 12.5% Series A Cumulative Redeemable Preferred Stock and Fixing Distribution and Other Preferences and Rights of Such Class
3.3	Bylaws of the Company
4.1	Distribution Reinvestment Plan adopted by the Company, effective as of March 23, 2023
10.1	Amended and Restated Advisory Agreement, by and among, the Company, Invesco Commercial Real Estate Finance Investments, LP and Invesco Advisers, Inc., dated as of May 5, 2023
10.2	Revolving Credit Agreement, by and among, Invesco Commercial Real Estate Finance Investments, LP, the Company, Bank of America, N.A. and BOFA Securities, Inc., dated as of May 10, 2023
10.3	Dealer Management Agreement, by and among, the Company, Invesco Distributors, Inc. and Invesco Advisers, Inc., dated as of May 5, 2023
10.4*	Valuation Services Agreement, by and between, Chatham Financial Corp. and the Company, dated as of May 12, 2023
10.5	Subscription Agreement, by and between, Invesco Realty, Inc. and the Company, dated as of March 23, 2023
10.6	Company 2023 Equity Incentive Plan
10.7	Form of Stock Award
21	Subsidiaries of the Company

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) or Regulation S-K.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
Date: June 29, 2023	/s/ Hubert J. Crouch
	Hubert J. Crouch
	(Duly Authorized Representative)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheet as of March 31, 2023		F-3
Consolidated Statement of Operations for the Period October  27, 2022 (date of incorporation) through March 31, 2023		F-4
Consolidated Statement of Cash Flows for the Period October  27, 2022 (date of incorporation) through March 31, 2023		F-5
Notes to Consolidated Financial Statements		F-6

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Invesco Commercial Real Estate Finance Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Invesco Commercial Real Estate Finance Trust, Inc. and its subsidiaries (the “Company”) as of March 31, 2023, and the related consolidated statements of operations and of cash flows for the period from October 27, 2022 (date of incorporation) through March 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023, and the results of its operations and its cash flows for the period from October 27, 2022 (date of incorporation) through March 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia

June 29, 2023

We have served as the Company’s auditor since 2023.

F-2

Invesco Commercial Real Estate Finance Trust, Inc.

Consolidated Balance Sheet

$ in thousands except share data	March 31, 2023
ASSETS
Cash and cash equivalents	$	29
Other assets		318
Total assets	$	347
LIABILITIES
Loan payable - related party	$	30
Due to affiliates		1,444
Total liabilities		1,474
Commitments and contingencies (See Note 7)
EQUITY
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued and outstanding		—
Common stock, Class S shares, $0.01 par value per share, 500,000,000 shares authorized; no shares issued and outstanding		—
Common stock, Class D shares, $0.01 par value per share, 500,000,000 shares authorized; no shares issued and outstanding		—
Common stock, Class I shares, $0.01 par value per share, 500,000,000 shares authorized; no shares issued and outstanding		—
Common stock, Class E shares, $0.01 par value per share, 500,000,000 shares authorized; no shares issued and outstanding		—
Additional paid-in capital		—
Accumulated deficit		(1,127	)
Total equity		(1,127	)
Total liabilities and equity	$	347

See accompanying notes to consolidated financial statements.

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Invesco Commercial Real Estate Finance Trust, Inc.

Consolidated Statement of Operations

$ in thousands	For the Period October 27, 2022 (date of incorporation) through March 31, 2023
Expenses
Organizational costs	$	450
Debt issuance costs		652
General and administrative		25
Total expenses		1,127
Net loss	$	(1,127	)

See accompanying notes to consolidated financial statements.

F-4

Invesco Commercial Real Estate Finance Trust, Inc.

Consolidated Statement of Cash Flows

$ in thousands	For the Period October 27, 2022 (date of incorporation) through March 31, 2023
Cash flows from operating activities:
Net loss	$	(1,127	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt issuance costs due to affiliate		652
Change in operating assets and liabilities:
Increase in operating assets		(75	)
Increase in due to affiliates		549
Net cash used in operating activities		(1	)
Cash flows from financing activities:
Proceeds from related party loan		30
Net cash provided by financing activities		30
Net change in cash and cash equivalents		29
Cash and cash equivalents, beginning of period		—
Cash and cash equivalents, end of period	$	29
Non-cash investing and financing activities:
Deferred offering costs due to affiliate	$	243

See accompanying notes to consolidated financial statements.

F-5

Invesco Commercial Real Estate Finance Trust, Inc.

Notes to Consolidated Financial Statements

1. Organization and Business Purpose

Invesco Commercial Real Estate Finance Trust, Inc. (the “Company” or “we”) is focused on originating, acquiring and managing a diversified portfolio of loans related to commercial real estate and preferred equity interests in commercial real estate in North America, Europe and Asia. We also intend to purchase non-distressed public or private debt securities and on a selective basis may invest in operating companies in the business of or related to commercial real estate credit. We own, and expect to continue to own, all or substantially all of our assets through Invesco Commercial Real Estate Finance Investments, L.P. (the “Operating Partnership” or “INCREF OP”), a wholly-owned subsidiary. We have one operating segment.

We were incorporated in October 2022 as a Maryland corporation and intend to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023. We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm.

We are conducting a continuous unlimited private offering of our Class S shares, Class D shares, Class I shares and Class E shares (collectively, “the Shares” or “the 2023 Offering”). The Share classes have different upfront selling commissions and dealer manager fees and different ongoing stockholder servicing fees. The Class E shares do not have management or performance fees. An affiliate of Invesco has committed to purchase $150,000,000 in Shares. For additional information regarding Invesco’s commitment, see Note 5—“Equity” and Note 8—“Subsequent Events” to the consolidated financial statements. We ultimately expect the transaction price for our Shares to be derived from a defined net asset value (“NAV”) per share. We will calculate NAV in accordance with the valuation guidelines approved by our board of directors. NAV is not a measure used under generally accepted accounting principles in the United States (“U.S. GAAP”), and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from U.S. GAAP.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our consolidated financial statements have been prepared in accordance with U.S. GAAP and consolidate the financial statements of the Company and its controlled subsidiaries. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid investments that have original or remaining maturity dates of three months or less when purchased to be cash equivalents. We may have cash balances in excess of federally insured amounts. We mitigate our risk of loss by maintaining cash deposits with high credit-quality institutions and actively monitoring our counterparties.

Share-Based Compensation

Under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”), our independent directors are eligible to receive stock awards as part of their compensation for serving as directors, In addition, we may compensate the employees of our Adviser and its affiliates under the Incentive Plan.

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Our share-based compensation arrangements may include share options, restricted and non-restricted share awards, performance-based awards and share appreciation rights. We will recognize compensation related to stock awards in the consolidated financial statements based on the fair value of the equity or liability instruments issued on the date of grant.

Underwriting Commissions and Deferred Offering Costs

We have recorded direct costs associated with the preparation of our private placement memorandum and initial registration statement as a component of other assets on the consolidated balance sheet. We will record underwriting commissions and direct costs incurred in connection with our common and preferred stock offerings as a reduction of additional paid in capital and preferred stock, respectively, when we issue stock.

Debt Issuance Costs

We plan to finance our investments using a variety of debt instruments. When we incur debt issuance costs prior to a debt facility closing, we expense the costs as incurred if we intend to elect the fair value option to account for the debt facility and the closing is probable as of the balance sheet date. Debt issuance costs recorded in our consolidated statement of operations for the period from October 27, 2022 (date of incorporation) through March 31, 2023 are related to debt facilities that closed subsequent to March 31, 2023. See Note 8—“Subsequent Events” to the consolidated financial statements for further information.

Income Taxes

We intend to qualify as a REIT commencing with our taxable year ended December 31, 2023. Accordingly, we will generally not be subject to U.S. federal and applicable state and local corporate income tax to the extent that we make qualifying distributions to our stockholders, and provided we satisfy, on a continuing basis through actual investment and operating results, the REIT requirements including certain asset, income, distribution and stock ownership tests. If we fail to qualify as a REIT and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which we lost our REIT qualification. Accordingly, our failure to qualify as a REIT could have a material adverse impact on our results of operations and amounts available for distribution to stockholders.

We will compute our dividends paid deduction for qualifying dividends to our stockholders using our REIT taxable income as opposed to net income reported on our consolidated financial statements. REIT taxable income will generally differ from net income determined in accordance with U.S. GAAP because the determination of REIT taxable income is based on tax regulations and not financial accounting principles.

We may elect to treat one of our subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS may hold assets and engage in activities that we cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes.

3. Other Assets

The following table details the components of other assets:

	March 31, 2023
$ in thousands
Deferred offering costs	$	243
Prepaid expenses		65
Other		10
Total	$	318

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4. Loan Payable - Related Party

We entered into a revolving credit agreement with an affiliate of Invesco in December 2022. The agreement provides for maximum borrowings of $30,000. Borrowings bear interest at the short-term applicable federal rate in effect at the time each loan is made.

As of March 31, 2023, we borrowed $30,000 under the terms of this agreement, and we recorded approximately $300 of accrued interest on the loan. The loan is due in September 2023, and the carrying amount of the loan approximates fair value given the short term nature of the facility. The weighted average interest rate on the loan was 4.55% as of March 31, 2023.

5. Equity

Authorized Capital

We did not issue any preferred stock or common stock as of March 31, 2023. Accordingly, we have not presented a consolidated statement of equity as part of these financial statements.

An affiliate of Invesco has committed to purchase $150,000,000 in Shares (the “Invesco Subscription Agreement”). We may call capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. Invesco’s affiliate may not submit its Shares for repurchase under the share repurchase plan described below until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco’s affiliate after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the $150,000,000 in Shares acquired by Invesco’s affiliate at any time at a per Share price equal to the most recently determined NAV per Share for each class (or another transaction price we believe reflects the NAV per Share more appropriately than the prior month’s NAV per Share). Invesco’s affiliate has agreed that it will hold $200,000 in Shares for as long as the Adviser or its affiliate acts in an advisory capacity to us.

Subsequent to March 31, 2023, we issued Shares under the Invesco Subscription Agreement. See Note 8—“Subsequent Events” to the consolidated financial statements for further information.

Share Repurchase Plan

We have adopted a share repurchase plan. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

The total amount of share repurchases under the plan is limited to 2% of our aggregate NAV per month and 5% of our aggregate NAV per calendar quarter. Shares will be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Our transaction price will generally equal our prior month’s NAV per share for that share class. Shares repurchased within one year of the date of issuance will be repurchased at 95% of the current transaction price (the “Early Repurchase Deduction”). The Early Repurchase Deduction will not apply to shares acquired through the distribution reinvestment plan. Due to the illiquid nature of investments in commercial real estate loans, we may not have sufficient liquid resources to fund repurchase requests. Our board of directors may modify or suspend the share repurchase plan.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan whereby stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased under the distribution reinvestment plan will be equal to

F-8

the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable. The transaction price will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions when purchasing shares under the distribution reinvestment plan; however, all outstanding Class S and Class D shares purchased under the distribution reinvestment plan will be subject to an ongoing stockholder servicing fee. The stockholder servicing fees for Class S shares and Class D shares are calculated based on the NAV for those shares and would reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan.

6. Related Party Transactions

Due to Affiliates

The following table details the components of due to affiliates:

	March 31, 2023
$ in thousands
Advanced debt issuance costs	$	652
Advanced organizational expenses		450
Advanced deferred offering costs		243
Advanced general and administrative expenses(1)		99
Total	$	1,444

(1) Includes approximately $65,000 of prepaid expenses and $10,000 of other assets.

Management Fee and Performance Fee

Our external Adviser is subject to the supervision and oversight of our board of directors and has only such functions and authority as we delegate to it. The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. Each of our officers is an employee of the Adviser or one of its affiliates. We do not have any employees. We did not incur any costs for support personnel provided by the Adviser for the period October 27, 2022 (date of incorporation) through March 31, 2023.

We will pay the Adviser a management fee equal to 1.0% of NAV of the immediately preceding month with respect to our Class S Shares, Class D Shares and Class I Shares. We will also pay the Adviser a Performance Fee equal to 10% of our “Performance Fee Income.” Performance Fee Income with respect to each class of common shares subject to a performance fee means the net income (determined in accordance with U.S. GAAP) allocable to such class of common shares subject to adjustment as defined under the terms of our advisory agreement. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year. For purposes of the performance fee calculation, total return per share is defined as an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of common shares since the beginning of the calendar year plus (ii) the change in NAV per share of such class of common shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for performance fees with respect to such class of common shares or (z) any applicable stockholder servicing fees.

The management fee and the performance fee are payable in cash or Class E shares at the option of the Adviser. We will not pay the Adviser a management or performance fee with respect to our Class E shares. Management fees and performance fees will begin to accrue on the later of March 1, 2024 or the date that we file as a reporting company under the Exchange Act.

The initial term of our advisory agreement expires on March 31, 2025. The advisory agreement is subject to automatic renewals for successive one-year periods unless otherwise terminated in accordance with the provisions of the agreement. If the Advisory Agreement is terminated, the Adviser will be entitled to receive its

F-9

prorated management fee and performance fee owed through the date of termination. If we elect not to renew our advisory agreement based on unsatisfactory performance and not for cause, we owe our Adviser a termination fee equal to three times the sum of our average annual management fee during the 24-month period before termination, calculated as of the end of the most recently completed fiscal quarter.

We charge a commitment fee to borrowers in connection with the origination of each new loan. The commitment fee is calculated as a percentage of the whole loan at the time of the loan closing. We pay the Adviser 50% of the commitment fee (not to exceed 0.5% of the loan amount) as compensation for sourcing, structuring and negotiating the loan.

Organizational and Offering Expenses

The Adviser has agreed to advance all of our organizational and offering expenses (other than upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees) incurred through the earlier of (1) the date that our NAV reaches $1.0 billion and (2) March 31, 2024. We will reimburse the Adviser for all of our advanced expenses ratably over the 60 months following such date.

Under the terms of our advisory agreement, organizational and offering costs became a liability of the Company on March 23, 2023. Organizational and offering costs include those costs incurred by the Adviser prior to entering into the advisory agreement with the Company.

As of March 31, 2023, the Adviser had incurred organizational and offering costs of approximately $450,000 and $243,000, respectively, on our behalf that are recorded as a component of due to affiliates on our consolidated balance sheet.

Operating Expenses Reimbursement

The Adviser has agreed to advance our operating expenses, including debt issuance costs incurred through the earlier of (1) the date that our NAV reaches $500 million and (2) March 31, 2024 (the “Operating Expense Commencement Date”). We will reimburse the Adviser for our advanced operating expenses ratably over the 60 months following such date.

As of March 31, 2023, the Adviser had incurred operating expenses, including debt issuance costs of $652,000 and general and administrative expenses of $99,000, on our behalf that are recorded as a component of due to affiliates on our consolidated balance sheet.

Following the Operating Expense Commencement Date, we will reimburse the Adviser at the end of each fiscal quarter for total operating expenses paid by the Adviser. However, we may not reimburse the Adviser at the end of any fiscal quarter for total operating expenses (as defined in our charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”). We may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors.

7. Commitments and Contingencies

Commitments and contingencies may arise in the ordinary course of business. As of March 31, 2023, we have committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

As of March 31, 2023, the Company was not involved in or aware of any pending or threatened material litigation.

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8. Subsequent Events

Investment Portfolio Activity

Subsequent to March 31, 2023, we originated the following commercial real estate loans:

$ in thousands

As of June 23, 2023

Loan Type

Metropolitan Statistical Area

Property Type

Origination Date

Weighted Average Interest Rate(1)

Loan Amount(2)

Principal Balance

Current Maturity

Maximum Maturity(3)

Senior

Phoenix

Industrial

5/17/2023

8.44

%

$

136,000

$

115,705

6/9/2025

6/9/2028

Senior(4)

San Jose

Multifamily

5/31/2023

8.31

%

$

41,700

$

41,700

6/9/2026

6/9/2028

(1) Loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread.

(2) Loan amount consists of outstanding principal balance plus unfunded loan commitment.

(3) Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

(4) An affiliate of the Adviser previously originated a loan to an unaffiliated borrower in August 2018 secured by the same collateral as this loan. We negotiated the terms of our loan directly with the unaffiliated borrower at market and without the involvement of the affiliate of the Adviser. The unaffiliated borrower used the refinancing proceeds from our loan to repay the affiliate of the Adviser.

Financing Activity

Subsequent to March 31, 2023, we entered into two repurchase agreement facilities to provide floating rate financing for our commercial loan investments and a revolving credit facility. The repurchase agreement facilities provide for aggregate borrowings of $450 million, bear interest at one-month Term SOFR plus a spread and initially mature in 2025 with extension options through 2026 and 2027, respectively. The revolving credit facility provides for maximum borrowings of $135 million, bears interest at one-month Term SOFR plus a spread and matures in October 2023. The repurchase agreement facilities and the revolving credit facility are subject to various loan covenants and restrictions.

As of June 23, 2023, we borrowed $117.1 million under our repurchase agreement facilities and $40.7 million under our revolving credit facility. We pledged the principal balance of our two commercial loan investments of $157.4 million as collateral for our repurchase agreements. The revolving credit facility is secured by the Invesco Subscription Agreement described in Note 5—“Equity”.

Equity Issuances

We issued the following common and preferred stock subsequent to March 31, 2023:

$ in thousands	Shares		Net Proceeds(1)
Preferred Stock
12.5% Cumulative Redeemable Class A Preferred Stock		111	$	100
Common Stock
Class S		511	$	12
Class D		511		12
Class I		511		12
Class E		2,842		10
Total Common Stock		4,375	$	46

(1) Excludes compensation cost associated with independent director stock awards discussed below.

F-11

The above table includes the following transactions:

We issued the following common stock to an affiliate of Invesco in May 2023 for $40,000: 400 Class S shares; 400 Class D Shares; 400 Class I shares and 400 Class E shares.

We awarded the independent members of our board of directors 2,442 shares of Class E common stock under our equity incentive plan in June 2023. Stock grants vest one year from the date of grant.

We issued 111 Stapled Units in a private placement in June 2023 for net proceeds of approximately $107,000 after issuance costs. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Class A Preferred Stock”), one share of Class S common stock, one share of Class D common stock and one share of Class I common stock. The Stapled Unit holders cannot separate the individual shares of stock that constitute the Stapled Unit and can only sell or transfer the Stapled Units as a unit. The Class A Preferred Stock has a liquidation value of $1,000 per share, and we can call the Class A Preferred Stock at any time through December 31, 2024 at a 5% call premium. The Class A Preferred Stock has no call premium on or after January 1, 2025. We can call the common shares issued in this private placement at any time. The common shares are entitled to the same distributions as other common shares issued by the Company. We must redeem all Stapled Unit holders if we elect to call the Class A Preferred Stock or any class of common shares.

Related Party Dealer Management Agreement

In May 2023, we entered into an agreement with a registered broker-dealer affiliated with the Adviser (the “Dealer Manager”) in connection with the 2023 Offering. Under the terms of our agreement, the Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees of up to 3.5% of the transaction price of each Class S share and up to 1.5% of the transaction price of each Class D share. We will not pay upfront selling commissions with respect to Class E and Class I shares or shares sold under our distribution reinvestment plan. We may pay upfront selling commissions and dealer manager fees when a stockholder purchases Shares. Selling commissions and dealer manager fees may be waived at the Dealer Manager’s discretion.

We also may pay the Dealer Manager monthly stockholder servicing fees of 0.85% of the annualized net asset value of our Class S shares and 0.25% of the annualized net asset value of our Class D shares. We will not pay the Dealer Manager stockholder servicing fees for our Class I and Class E shares.

F-12

EX-3.1

Exhibit 3.1

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

FIRST: Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:

ARTICLE I

NAME

The name of the corporation (which is hereinafter called the “Corporation”) is: Invesco Commercial Real Estate Finance Trust, Inc.

ARTICLE H

PURPOSES AND POWERS

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.

ARTICLE UI

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is do The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville Timonium, Maryland 21093-2264. The name and address of the resident agent of the Corporation are The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville Timonium, Maryland 21093-2264. The resident agent is a Maryland corporation.

ARTICLE IV

DEFINITIONS

As used in the Charter, the following terms shall have the following meanings unless the context otherwise requires:

“Adviser” shall mean the Person appointed, employed or contracted with by the Corporation pursuant to Article VIII hereof and responsible for directing or performing the day-to-day business affairs of the Corporation, including any Person to whom the Adviser subcontracts all or substantially all of such functions.

“Advisers Act” shall mean the Investment Advisers Act of 1940, as amended.

“Advisory Agreement” shall mean the agreement between the Corporation and the Adviser pursuant to which the Adviser will direct or perform the day-to-day business affairs of the Corporation.

“Affiliate” shall mean, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, 20% or more of the outstanding voting securities of such other Person; (ii) any Person 20% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person, including any partnership in which such Person is a general partner; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“Aggregate Share Ownership Limit” shall mean 9.9%, in value or number of shares, whichever is more restrictive, of the aggregate of the outstanding Shares, or such other percentage determined by the Board of Directors in accordance with Section 6.1.8 of the Charter.

“Beneficial Ownership” shall mean ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

“Bidder” shall have the meaning as provided in Section 9.2(a) herein.

“Board” or “Board of Directors” shall mean the Board of Directors of the Corporation.

“Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

“Bylaws” shall mean the Bylaws of the Corporation, as amended from time to time.

“Charitable Beneficiary” shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 6.2.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

“Charitable Trust” shall mean any trust provided for in Section 6.2.1.

“Charitable Trustee” shall mean the Person unaffiliated with the Corporation and a Prohibited Owner that is appointed by the Corporation to serve as Trustee of the Charitable Trust.

“Charter” shall mean the charter of the Corporation, including any additional articles of amendment and restatement or articles supplementary that may be filed with the State Department of Assessment and Taxation of Maryland.

“Class D Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class D Conversion Rate” shall mean the fraction, the numerator of which is the Class D NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class D NAV Per Share” shall mean the Net Asset Value allocable to the Class D Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class D Common Shares.

“Class E Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class E Conversion Rate” shall mean the fraction, the numerator of which is the Class E NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class E NAV Per Share” shall mean the Net Asset Value allocable to the Class E Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class E Common Shares.

“Class I Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class I NAV Per Share” shall mean the Net Asset Value allocable to the Class T Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class I Common Shares.

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“Class S Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class S Conversion Rate” shall mean the fraction, the numerator of which is the Class S NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class S NAV Per Share” shall mean the Net Asset Value allocable to the Class S Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class S Common Shares.

“Code” shall have the meaning as provided in Article II herein.

“Common Share Ownership Limit” shall mean 9.9% (in value or in number of Common Shares, whichever is more restrictive) of the aggregate of the outstanding Common Shares, or such other percentage determined by the Board of Directors in accordance with Section 6.1.8 of the Charter.

“Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Constructive Ownership” shall mean ownership of Shuts by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

“Corporation” shall have the meaning as provided in Article 1 herein.

“Dealer Manager” shall mean such Person selected by the Board to act as the dealer manager for an Offering.

“Dealer Manager Fee” shall mean the dealer manager fee payable to the Dealer Manager as described in the Private Placement Memorandum.

“Directors” shall have the meaning as provided in Section 7.1 herein.

“Distributions” shall mean any distributions (as such term is defined in Section 2-301 of the MGCL), pursuant to Section 5.5 hereof, by the Corporation to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes.

“Excepted Holder” shall mean a Stockholder for whom an Excepted Holder Limit is created by the Board of Directors pursuant to Section 6.1.7.

“Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 6.1.7 and subject to adjustment pursuant to Section 6.1.8, the percentage limit established by the Board of Directors pursuant to Section 6.1.7.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“Gross Proceeds” shall mean the aggregate purchase price of all Shares sold for the account of the Corporation through an Offering, without deduction for Selling Commissions. Solely for the purpose of computing Gross Proceeds in Section 5.2.3(b), the purchase price of any Class D Common Share, Class I Common Share, Class S Common Share or Class E Common Share shall be deemed to be the full, non-discounted offering price at the time of purchase of each such Share.

3

“Initial Date” shall mean January 1, 2023; provided, however, that following any Restriction Termination Date, the term “Initial Date” shall mean the date on which the Corporation files, and the SDAT accepts for record, a Certificate of Notice setting forth the determination of the Board of Directors that it is in the best interests of the Corporation to attempt to qualify or requalify as a REIT.

“Listing” shall mean the listing of any or all of the Common Shares on a national securities exchange. Upon a Listing, such Common Shares shall be deemed “Listed.”

“Loans” shall mean senior or junior loans, which may be whole loans or participation in loans, syndicated interests in loans, mortgages, structured debt products, mezzanine loans, other interests in loans or debt-like investments related to real estate assets and real estate companies.

“Market Price” on any date shall mean, with respect to any class or series of outstanding Shares, the Closing Price for such Shares on such date. The “Closing Price” on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Shares are listed or admitted to trading or, if such Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Shares are not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Shares selected by the Board of Directors or, in the event that no trading price is available for such Shares, the fair market value of Shares, as determined by the Board of Directors.

“MGCL” shall mean the Maryland General Corporation Law, as amended from time to time.

“Minimum Account Balance” shall have the meaning as provided in Section 5.7 herein.

“Net Asset Value” shall mean the net asset value of the Corporation.

“9.2(b) Notice” shall have the meaning as provided in Section 9.2 herein.

“Non-Compliant Tender Offer” shall have the meaning as provided in Section 9.2 herein.

“Offering” shall mean any offering of Shares for the account of the Corporation.

“Organization and Offering Expenses” shall have the meaning set forth in the Advisory Agreement.

“Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other legal entity and, for purposes of Article VI herein (and all defined terms used in such Article), also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit applies.

“Position Statement” shall have the meaning as provided in Section 9.2 herein.

“Preferred Shares” shall have the meaning as provided in Section 5.1 herein.

“Private Placement” shall mean an unregistered private offering of Shares pursuant to applicable exemptions from registration under the Securities Act.

“Private Placement Memorandum” shall mean the private placement memorandum of the Corporation with respect to the offer and sale of the shares of the Corporation, as it may be supplemented, amended or restated from time to time, including all exhibits and appendixes thereto.

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“Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of Article VI herein, would Beneficially Own or Constructively Own Shares in violation of Section 6.1.1, and, if appropriate in the context, shall also mean any Person who would have been the record owner of Shares that the Prohibited Owner would have so owned.

“Reinvestment Plan” shall mean the Corporation’s distribution reinvestment plan.

“Reinvestment Proceeds” shall mean, with respect to any Share issued pursuant to a Reinvestment Plan, the Net Asset Value allocable to the Shares of such class, determined as described in the Private Placement Memorandum, divided by the number of outstanding Shares of such class, at the time of issuance.

“REIT” shall mean a corporation, trust, association or other legal entity that qualifies for taxation as a real estate investment trust under the REIT Provisions of the Code.

“REIT Provisions of the Code” shall mean Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“Repurchase Plan” shall mean the program or programs established from time to time by the Board of Directors pursuant to which the Corporation voluntarily repurchases Common Shares from the holders thereof.

“Rescission Notice” shall have the meaning as provided in Section 9.2 herein.

“Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Corporation to qualify as a REIT.

“SDAT” shall have the meaning as provided in Section 5.4 herein.

“SEC” shall mean the U. S. Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Selling Commissions” shall mean any and all up-front fees and commissions payable to dealer managers or other broker-dealers in connection with the sale of Shares, including, without limitation, up-front fees or commissions payable to the Dealer Manager.

“Shares” shall mean shares of stock of the Corporation of any class or series, including Common Shares or Preferred Shares.

“Soliciting Dealers” shall mean those broker-dealers that are members of the Financial Industry Regulatory Authority, Inc., or that are exempt from broker-dealer registration, and that, in either case, enter into participating broker or other agreements with the Dealer Manager to sell Shares.

“Sponsor” shall mean any Person that (i) is directly or indirectly instrumental in organizing, wholly or in part, the Corporation or (ii) will control, manage or participate in the management of the Corporation, and any Affiliate of such Person. A Person may also be deemed a Sponsor of the Corporation by: (a) taking the initiative, directly or indirectly, in founding or organizing the Corporation, either alone or in conjunction with one or more other Persons,(b) receiving a material participation in the Corporation in connection with the founding or organizing of the business of the Corporation, in consideration of services or property, or both services and property,(c) having a substantial number of relationships and contacts with the Corporation,(d) possessing significant rights to control properties,(e) receiving

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fees for providing services to the Corporation which are paid on a basis that is not customary in the industry or (f) providing goods or services to the Corporation on a basis which was not negotiated at arm’s-length with the Corporation. “Sponsor” does not include any Person whose only relationship with the Corporation is that of an independent contractor and whose only compensation is as such, or wholly independent third parties such as attorneys and accountants whose only compensation is for professional services.

“Stockholder Servicing Fee” shall mean the stockholder servicing fee payable to the Dealer Manager and reallowable to soliciting dealers with respect to any class of Common Shares for which such fees is payable, as further described in the Private Placement Memorandum.

“Stockholders” shall mean the holders of record of the Shares as maintained in the books and records of the Corporation or its transfer agent.

“Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership of Shares or the right to vote or receive dividends on Shares, or any agreement to take any such actions or cause any such events, including (i) the granting or exercise of any option (or any disposition of any option), (ii) any disposition of any securities or rights convertible into or exchangeable for Shares or any interest in Shares or any exercise of any such conversion or exchange right and (iii) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Shares; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

ARTICLE V

STOCK

Section 5.1 Authorized Shares. The Corporation has authority to issue 2,050,000,000 Shares, consisting of 2,000,000,000 shares of common stock, $0.01 par value per share (the “Common Shares”), 500,000,000 of which are classified as Class D Common Stock (the “Class D Common Shares”), 500,000,000 of which are classified as Class I Common Stock (the “Class I Common Shares”), 500,000,000 of which are classified as Class S Common Stock (the “Class S Common Shares”), and 500,000,000 of which are classified as Class E Common Stock (the “Class E Common Shares”) and 50,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Shares”). The aggregate par value of all authorized Shares having par value is $20,500,000. The Board may classify or reclassify any unissued Common Shares from time to time into one or more classes or series of Shares. If Shares of one class are classified or reclassified into Shares of another class pursuant to this Article V, the number of authorized Shares of the former class shall be automatically decreased and the number of Shares of the latter class shall be automatically increased, in each case by the number of Shares so classified or reclassified, so that the aggregate number of Shares of all classes that the Corporation has authority to issue shall not be more than the total number of Shares set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the Stockholders, may amend the Charter from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Corporation has authority to issue.

Section 5.2 Common Shares.

Section 5.2.1 Voting Rights. Subject to the provisions of Article VI and except as may otherwise be specified in the Charter, each Common Share shall entitle the holder thereof to one vote per share on all matters upon which Stockholders are entitled to vote pursuant to Section 9.1 hereof. Except as may be provided otherwise in the Charter, the holders of the Common Shares shall have the exclusive right to vote on all matters (as to which a common stockholder shall be entitled to vote pursuant to applicable law) at all meetings of the Stockholders. The holders of Common Shares shall vote together as a single class on all actions to be taken by the Stockholders; provided, however, that with respect to (a) any amendment of the Charter that would materially and adversely affect the rights, preferences and privileges of only a particular class of Common Shares, (b) any matter submitted to Stockholders that relates solely to a particular class of Common Shares or (c) any matter submitted to Stockholders in which the interests of a particular class of Common Shares differ from the interests of all other classes of Common Shares, only the affirmative vote of the holders of a majority of such affected class of Common Shares, with no other class of Common Shares voting except such affected class of Common Shares voting as a separate class, shall be required.

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Section 5.2.2 Conversion Upon Listing. Upon the Listing of a class of Common Shares or such later date or dates not to exceed twelve months from the date of Listing as shall be approved by the Board of Directors with respect to all or any portion of the outstanding Shares of the class or classes of Common Shares that are not so Listed, each Share of the class or classes of Common Shares that are not so Listed or of such portion thereof shall automatically and without any action on the part of the holder thereof convert into a number of Shares of the class of Common Shares that is Listed equal to a fraction, the numerator of which is the Net Asset Value allocable to each Share of the applicable class of Common Shares that is not Listed and the denominator of which is the Net Asset Value allocable to each Share of the class of Common Shares that is Listed.

Section 5.2.3 Conversion of Class S Common Shares, Class D Common Shares and Class E Common Shares Upon Certain Other Events. Each Class S Common Share, Class D Common Share and Class E Common Share held in a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class 1 Common Shares equal to the Class S Conversion Rate, Class D Conversion Rate or Class E Conversion Rate, respectively, on the earliest of (a) a merger or consolidation of the Corporation with or into another entity or the sale or other disposition of all or substantially all of the Corporation’s assets, in each case in a transaction in which the Stockholders receive cash or securities listed on a national securities exchange, and (b) the end of the month in which the Dealer Manager in conjunction with the Corporation’s transfer agent determines that total Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees paid with respect to the Shares held by such Stockholder within such account would exceed, in the aggregate, 8.75% (or such other percentage not exceeding 10% as determined by the Board of Directors and disclosed by the Corporation in a press release reported by a widely circulated news or wire service or in a document publicly filed by the Corporation with the SEC pursuant to the Exchange Act) of the sum of the Gross Proceeds from the sale of such Shares and the aggregate Reinvestment Proceeds of any Shares issued under a Reinvestment Plan upon the reinvestment of the Distributions paid with respect to such Shares or with respect to any Shares issued under a Reinvestment Plan directly or indirectly attributable to such Shares.

Section 5.2.4 Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any Distribution of the assets of the Corporation, the aggregate assets of the Corporation available for Distribution to holders of the Common Shares shall be determined in accordance with applicable law. Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Corporation pursuant to a plan of liquidation, dissolution or winding up, Class D Common Shares will automatically convert to Class I Common Shares at the Class D Conversion Rate, Class S Common Shares will automatically convert to Class 1 Common Shares at the Class S Conversion Rate and Class E Common Shares will automatically convert to Class I Common Shares at the Class E Conversion Rate. Following such conversion, the aggregate assets of the Corporation available for Distribution to holders of the Common Shares, or the proceeds therefrom, shall be distributed to each holder of Class I Common Shares, ratably with each other holder of Class 1 Common Shares, which will include all converted Class S Common Shares, Class D Common Shares and Class E Common Shares, in such proportion as the number of outstanding Class I Common Shares held by such holder bears to the total number of outstanding Class I Common Shares then outstanding.

Section 5.2.5 Treatment of Excess Inclusion Income. In the event that a portion of the Corporation’s income shall be treated as “excess inclusion income” that it derives from an equity interest in a taxable mortgage pool (for U.S. federal income tax purposes), and only in the event that one or more holders of a class of Common Shares shall be “disqualified organizations” (as defined below), the Corporation may reduce the amount of any Distribution otherwise payable to the holder of a class of Common Shares that is a “disqualified organization” by the amount of tax paid by the Corporation that is attributable to such holder’s ownership of Common Shares. A “disqualified organization” includes: (1) the United States; (2) any state or political subdivision of the United States; (3) any foreign government; (4) any international organization; (5) any agency or instrumentality of any of the foregoing; (6) any other tax-exempt organization (other than a farmer’s cooperative described in Section 521 of the Code) that is exempt from income taxation and is not subject to taxation under the unrelated business taxable income provisions of the Code; and (7) any rural electrical or telephone cooperative.

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Section 5.3 Preferred Shares. The Board may from time to time issue Preferred Shares, and in the event the Board does choose to issue Preferred Shares, may subsequently classify any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to time, into one or more classes or series of Shares.

Section 5.4 Classified or Reclassified Shares. Prior to the issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series;(c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of Shares set or changed pursuant to Section 5.4(c) may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter document.

Section 5.5 Distributions. The Board of Directors may from time to time authorize the Corporation to declare and pay to Stockholders such dividends or other Distributions in cash or other assets of the Corporation or in securities of the Corporation, including in Shares of one class payable to holders of Shares of another class, or from any other source as the Board of Directors in its discretion shall determine. The Board of Directors shall endeavor to authorize the Corporation to declare and pay such dividends and other Distributions as shall be necessary for the Corporation to qualify as a REIT under the Code; provided, however, Stockholders shall have no right to any dividend or other Distribution unless and until authorized by the Board and declared by the Corporation. The exercise of the powers and rights of the Board of Directors pursuant to this Section 5.5 shall be subject to the provisions of any class or series of Shares at the time outstanding. The receipt by any Person in whose name any Shares are registered on the records of the Corporation or by his or her duly authorized agent shall be a sufficient discharge for all dividends or other Distributions payable or deliverable in respect of such Shares and from all liability to see to the application thereof.

Section 5.6 Charter and Bylaws. The rights of all Stockholders and the terms of all Shares are subject to the provisions of the Charter and the Bylaws.

Section 5.7 Minimum Account Repurchases. In the event that any holder of Common Shares fails to maintain in such holder’s account a minimum balance of$ 2,000 of Common Shares or such other amount of Common Shares as from time to time determined by the Board of Directors and set forth in a Certificate of Notice filed by the Corporation with the SDAT (the “Minimum Account Balance”), the Corporation may repurchase all of the Common Shares held by such holder at the repurchase price in effect under the Repurchase Plan on the date that the Corporation determines that such holder has failed to meet the Minimum Account Balance, less any early repurchase deduction as provided in the Repurchase Plan.

ARTICLE VI

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 6.1 Shares.

Section 6.1.1 Ownership Limitations. During the period commencing on the Initial Date and prior to the Restriction Termination Date, but subject to Section 6.3:

(a) Basic Restrictions.

(i)(1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Share Ownership Limit,(2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.

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(ii) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii) Any Transfer of Shares that, if effective, would result in Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) at any time after January 30, 2024 shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

(b) Transfer in Trust. If any Transfer of Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares in violation of Section 6.1.1(a)(i) or (ii),

(i) then that number of Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 6.1.1(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically Transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 6.2, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such Shares; or

(ii) if the Transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.1.1(a)(i) or (ii), then the Transfer of that number of Shares that otherwise would cause any Person to violate Section 6.1 .1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

To the extent that, upon a transfer of Shares pursuant to this Section 6.1.1(b), a violation of any provision of this Article VI would nonetheless be continuing (for example, where the ownership of Shares by a single Charitable Trust would violate the 100 stockholder requirement applicable to REITs), then Shares shall be transferred to that number of Charitable Trusts, each having a distinct Charitable Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Charitable Trust, such that there is no violation of any provision of this Article VI.

Section 6.1.2 Remedies for Breach. If the Board of Directors or its designee (including any duly authorized committee of the Board) shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 6.1.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any Shares in violation of Section 6.1.1 (whether or not such violation is intended), the • Board of Directors or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem Shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfers or attempted Transfers or other events in violation of Section 6.1.1 shall automatically result in the Transfer to the Charitable Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or its designee.

Section 6.1.3 Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 6.I.1(a), or any Person who would have owned Shares that resulted in a Transfer to the Charitable Trust pursuant to the provisions of Section 6.1.1(b), shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

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Section 6.1.4 Owners Required To Provide Information. From the Initial Date and prior to the Restriction Termination Date:

(a) every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder or as otherwise required by the Board of Directors) of the outstanding Shares, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of Shares Beneficially Owned and a description of the manner in which such Shares are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Aggregate Share Ownership Limit, the Common Share Ownership Limit and the other restrictions set forth herein; and

(b) each Person who is a Beneficial or Constructive Owner of Shares and each Person (including the Stockholder of record) who is holding Shares for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in order to determine the Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

Section 6.1.5 Remedies Not Limited. Subject to Section 7.6 of the Charter, nothing contained in this Section 6.1 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its Stockholders in preserving the Corporation’s status as a REIT.

Section 6.1.6 Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 6.1, Section 6.2 or any definition contained in Article IV, the Board of Directors may determine the application of the provisions of this Section 6.1 or Section 6.2 with respect to any situation based on the facts known to it. In the event Section 6.1 or 6.2 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such action, the Board of Directors may determine the action to be taken so long as such action is not contrary to the provisions of Article IV or Sections 6.1 or 6.2. Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 6.1.2) acquired Beneficial Ownership or Constructive Ownership of Shares in violation of Section 6.1.1, such remedies (as applicable) shall apply first to the Shares which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such Shares based upon the relative number of the Shares held by each such Person.

Section 6.1.7 Exceptions.

(a) Subject to Section 6.1.1(a)(ii), the Board of Directors may exempt (prospectively or retroactively) a Person from the Aggregate Share Ownership Limit and the Common Share Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if:

(i) the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary for the Board to ascertain that no individual’s Beneficial Ownership or Constructive Ownership of such Shares will violate Section 6.1.1(a)(i);

(ii) such Person does not and represents that it will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned or controlled by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Corporation (or an entity owned or controlled by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the judgment of the Board of Directors, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT, shall not be treated as a tenant of the Corporation); and

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(iii) such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 6.1.1 through 6.1.6) will result in such Shares being automatically Transferred to a Charitable Trust in accordance with Sections 6.1.1(b) and 6.2.

(b) Prior to granting any exception pursuant to Section 6.1.7(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c) Subject to Section 6.1.1(a)(ii), an underwriter which participates in a public offering or Private Placement of Shares (or securities convertible into or exchangeable for Shares) may Beneficially Own or Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Aggregate Share Ownership Limit, the Common Share Ownership Limit or both such limits, but only to the extent necessary to facilitate such public offering or Private Placement.

(d) The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder:(i) with the written consent of such Excepted Holder at any time, (ii) unless the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder provide otherwise, at any time after the Excepted Holder no longer Beneficially Owns or Constructively Owns Shares in excess of the Aggregate Share Ownership Limit or the Common Share Ownership Limit or (iii) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Common Share Ownership Limit.

Section 6.1.8 Increase or Decrease in Aggregate Share Ownership and Common Share Ownership Limits. Subject to Section 6.1.1(a)(ii), the Board of Directors may from time to time increase or decrease the Common Share Ownership Limit and the Aggregate Share Ownership Limit for one or more Persons and increase or decrease the Common Share Ownership Limit and the Aggregate Share Ownership Limit for all other Persons. No decreased Common Share Ownership Limit and/or Aggregate Share Ownership Limit will be effective for any Person whose percentage of ownership in Shares is in excess of such decreased Common Share Ownership Limit and/or Aggregate Share Ownership Limit, as applicable, until such time as such Person’s percentage of ownership in Shares equals or falls below the decreased Common Share Ownership Limit and/or Aggregate Share Ownership Limit, but any further acquisition of Shares in excess of such percentage ownership of Shares will be in violation of the Common Share Ownership Limit and/or Aggregate Share Ownership Limit and, provided further, that the new Common Share Ownership Limit and/or Aggregate Share Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49.9% in value of the outstanding Shares.

Section 6.1.9 Legend. Any certificate representing Shares shall bear substantially the following legend:

The Shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s charter, (i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.9% (in value or number of Common Shares) of the outstanding Common Shares unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.9% (in value or number of shares) of the total outstanding Shares, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person

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may Beneficially Own or Constructively Own Shares that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) any Transfer of Shares that, if effective, would result in Shares being beneficially owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) at any time after January 30, 2024 shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. Any Person who Beneficially Own or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which cause or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Corporation in writing (or, in the case of an attempted transaction, give at least 15 days prior written notice). If any of the restrictions on Transfer or ownership as set forth in (i), (ii) or (iii) above are violated, the Shares in excess or in violation of the above limitations will be automatically Transferred to a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem Shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i), (ii) or (iii) above may be void ab initio.

All capitalized terms in this legend have the meanings defined in the Corporation’s charter, as the same may be amended from time to time, a copy of which, including the restrictions on Transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office.

Instead of the foregoing legend, the certificate may state that the Corporation will furnish a full statement about certain restrictions on transferability to a Stockholder on request and without charge. In the case of uncertificated Shares, the Corporation will send the holder of such Shares, on request and without charge, a written statement of the information otherwise required on certificates.

Section 6.2 Transfer of Shares in Trust.

Section 6.2.1 Ownership in Trust. Upon any purported Transfer or other event described in Section 6.1.1(b) that would result in a Transfer of Shares to a Charitable Trust, such Shares shall be deemed to have been Transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the Transfer to the Charitable Trust pursuant to Section 6.1.1(b). The Charitable Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.6.

Section 6.2.2 Status of Shares Held by the Charitable Trustee. Shares held by the Charitable Trustee shall continue to be issued and outstanding Shares. The Prohibited Owner shall have no rights in the Shares held by the Charitable Trustee. The Prohibited Owner shall not benefit economically from ownership of any Shares held in trust by the Charitable Trustee, shall have no rights to dividends or other Distributions and shall not possess any rights to vote or other rights attributable to the Shares held in the Charitable Trust.

Section 6.2.3 Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other Distributions with respect to Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other Distribution paid prior to the discovery by the Corporation that Shares have been Transferred to the Charitable Trustee shall be paid by the recipient of such dividend or other Distribution to the Charitable Trustee upon demand and any dividend or other Distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any dividends or other Distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that Shares have been Transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (a) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that Shares have been Transferred to the Charitable Trustee and (b) to recast such vote

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in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VI, until the Corporation has received notification that Shares have been Transferred into a Charitable Trust, the Corporation shall be entitled to rely on its share transfer and other Stockholder records for purposes of preparing lists of Stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of Stockholders.

Section 6.2.4 Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Corporation that Shares have been Transferred to the Charitable Trust, the Charitable Trustee shall sell the Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section 6.1.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 6.2.4. The Prohibited Owner shall receive the lesser of (a) the price paid by the Prohibited Owner for the Shares or, if the Prohibited Owner did not give value for the Shares in connection with the event causing the Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Charitable Trust and (b) the price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Charitable Trust. The Charitable Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.2.3 of this Article VI. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that Shares have been Transferred to the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 6.2.4, such excess shall be paid to the Charitable Trustee upon demand.

Section 6.2.5 Purchase Right in Shares Transferred to the Charitable Trustee. Shares Transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per Share equal to the lesser of (a) the price per Share in the transaction that resulted in such Transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (b) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 6.2.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner. The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.2.3 of this Article VI. The Corporation may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary.

Section 6.2.6 Designation of Charitable Beneficiaries. By written notice to the Charitable Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (a) Shares held in the Charitable Trust would not violate the restrictions set forth in Section 6.1.1(a) in the hands of such Charitable Beneficiary and (b) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the Charitable Trustee before the automatic transfer provided in Section 6.1.1(b) shall make such transfer ineffective, provided that the Corporation thereafter makes such designation and appointment.

Section 6.3 Settlement. Nothing in this Article VI shall preclude the settlement of any transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VI and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VI.

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Section 6.4 Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VI.

Section 6.5 Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 6.6 Severability. If any provision of this Article VI or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.

ARTICLE VII

PROVISIONS FOR DEFINING, LIMITING

AND REGULATING CERTAIN POWERS OF THE

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 7.1 Number of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of Directors of the Corporation (the “Directors”) shall be seven, which number may be increased or decreased from time to time pursuant to the Bylaws; provided, however, that, the total number of Directors shall not be fewer than the minimum number permitted by the MGCL nor more than 15. The names of the current Directors who shall serve until the next annual meeting of Stockholders and until their successors are duly elected and qualify are:

R. Scott Dennis

Beth A. Zayicek

Bert J. Crouch

James H. Forson

R. David Kelly

Paul E. Rowsey

Ray Nixon

Any vacancy on the Board of Directors may be filled in the manner provided in the Bylaws.

The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-804(c) of the MGCL, that, except as may be provided by the Board of Directors in setting the terms of any class or series of Preferred Shares, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is elected and qualifies.

Section 7.2 Extraordinary Actions. Except as specifically provided in Section 7.7 (relating to removal of Directors) and in Article XI, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of Stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of Stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 7.3 Authorization by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of Shares of any class or series, whether now or hereafter authorized, or securities or rights convertible into Shares of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (including as compensation for the Independent Directors or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

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Section 7.4 Preemptive Rights and Appraisal Rights. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified Shares pursuant to Section 5.4 or as may otherwise be provided by contract approved by the Board of Directors, no holder of Shares shall, as such holder, have any preemptive right to purchase or subscribe for any additional Shares or any other security that the Corporation may issue or sell. Holders of Shares shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors and upon such terms and conditions as may be specified by the Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of Shares, to one or more transactions occurring after the date of such determination in connection with which holders of such Shares would otherwise be entitled to exercise such rights.

Section 7.5 Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of Shares:

(a) the amount of the net income for any period and the amount of assets at any time legally available for the payment of dividends, repurchase of Shares or the payment of other Distributions on Shares;

(b) the amount of paid-in surplus, the determination of the Net Asset Value of the Corporation, other surplus, annual or other cash flow, funds from operations, net profit, undivided profits or excess of profits over losses on sales of assets;

(c) the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety there of (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged);

(d) any interpretation or resolution of any ambiguity with respect to any provision of the Bylaws or the Charter, including, without limitation: (i) any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other Distributions, qualifications or terms or conditions of redemption of any shares of any class or series of Shares, (ii) any provision of the definitions of any of the following: Affiliate, Independent Director and Sponsor,(iii) which amounts paid to the Adviser or its Affiliates are expenses connected with the ownership of real estate interests, loans or other property, and (iv) Whether expenses qualify as Organization and Offering Expenses;

(e) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any Shares;

(f) the number of Shares of any class of the Corporation;

(g) any matter relating to the acquisition, origination, holding and disposition of any assets of the Corporation;

(h) any interpretation of the terms and conditions of one or more agreements with any Person;

(i) the compensation of Directors, officers, employees or agents of the Corporation;

(j) any conflicts of interest between the Corporation and the Sponsor;

(k) any waiver of the Corporation’s investment guidelines;

(1) the determination of the independence of an individual proposed to be a new Director of the Corporation; and

(m) approval, consent, or waiver as may be required pursuant to applicable law (including the Advisers Act); or

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(n) any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors; provided, however, that any determination by the Board of Directors as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination.

Section 7.6 REIT Qualification. If the Corporation elects to qualify for federal income tax treatment as a REIT, the Board of Directors shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT; provided, however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to attempt to, or continue to qualify as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Board of Directors also may determine that compliance with any restriction or limitation on stock ownership and Transfers set forth in Article VI is no longer required for REIT qualification.

Section 7.7 Removal of Directors. Subject to the rights of holders of one or more classes or series of Preferred Shares to elect or remove one or more directors, any Director, or the entire Board of Directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of Stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of Directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

ARTICLE VIII

ADVISOR

Subject to such approval of Stockholders and other conditions, if any, as may be required by any applicable statute, rule or regulation, the Board of Directors may authorize the execution and performance by the Corporation of one or more agreements with any Person whereby, subject to the supervision and control of the Board of Directors, any such other Person shall render or make available to the Corporation managerial, investment, advisory and/or related services, office space and other services and facilities (including, if deemed advisable by the Board of Directors, the management or supervision of the investments of the Corporation) upon such terms and conditions as may be provided in such agreement or agreements (including, if deemed fair and equitable by the Board of Directors, the compensation payable thereunder by the Corporation).

ARTICLE IX

STOCKHOLDERS

Section 9.1 Voting Rights of Stockholders. Subject to the mandatory provisions of any applicable laws or regulations, the holders of Common Shares shall be entitled to vote only on the following matters: (a) election or removal of Directors; (b) amendment of the Charter as provided in Article XI hereof; (c) dissolution of the Corporation; (d) merger, conversion or consolidation of the Corporation, a statutory share exchange or the sale or other disposition of all or substantially all of the Corporation’s assets; and (e) such other matters with respect to which the Board of Directors has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Stockholders for approval or ratification.

Section 9.2 Tender Offers.

(a) If any Person makes a tender offer for Shares, including, without limitation, a “mini-tender” offer, such Person (a “Bidder”) must comply with all of the provisions set forth in Regulation 14D of the Exchange Act, including, without limitation, disclosure and notice requirements, that would be applicable if the tender offer was for more than 5% of the outstanding Shares; provided, however, that such documents are not required to be filed with the SEC. In addition, any Bidder must provide notice to the Corporation at least 10 Business Days prior to initiating any such tender offer. If any Bidder initiates a tender offer without complying with the foregoing (a “Non-Compliant Tender Offer”), the Corporation may elect to publish, send or give to Stockholders and the Bidder a statement (a “Position Statement”), which Position Statement may be posted on the Corporation’s

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website, disclosing that the Corporation (a) recommends acceptance or rejection of the Non-Compliant Tender Offer, (b) expresses no opinion and is remaining neutral toward the Non-Compliant Tender Offer, or (c) is unable to take a position with respect to the Non-Compliant Tender Offer. If the Corporation issues a Position Statement but does not recommend acceptance of the Non-Compliant Tender Offer, then the Corporation may elect to cause the rescission provisions of paragraph (b) of this Section 9.2 to be applicable by including a notice of such election (a “9.2(b) Notice”) in the Position Statement within 10 Business Days of the Corporation becoming aware of the commencement of the Non-Compliant Tender Offer.

(b) If the Corporation includes a 9.2(b) Notice in a Position Statement, and any Stockholder who tendered Shares in connection with the Non-Compliant Tender Offer delivers a notice (a “Rescission Notice”) to the Corporation within 30 days of issuance of the Position Statement indicating a desire to rescind such Stockholder’s tender, then such purported tender shall be void ab initio and the Bidder shall acquire no rights in such Shares and the Stockholder who delivered the Rescission Notice shall continue to have all rights in such Shares. Until the expiration of this 30-day period, the Corporation shall not record a transfer of Shares to the Bidder or its assignee in connection with the Tender Offer.

(c) In addition, unless waived by the Corporation, any Person who makes a Non-Compliant Tender Offer that is not recommended by the Corporation in the Position Statement shall be responsible for all expenses incurred by the Corporation in connection with (x) its review and consideration of the Non-Compliant Tender Offer, including board of directors meeting costs and the costs of counsel and financial advisors, (y) the publication and/or distribution of the Position Statement, including printing and mailing costs, and (a) the enforcement of the provisions of this Section 9.2. In addition to the remedies provided herein, the Corporation may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.

(d) This Section 9.2 shall be of no force or effect with respect to any Shares that are then Listed as of the date of the commencement of the tender offer.

ARTICLE X

LIABILITY LIMITATION AND INDEMNIFICATION

Section 10.1 Limitation of Stockholder Liability. No Stockholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Corporation by reason of being a Stockholder, nor shall any Stockholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the assets or the affairs of the Corporation by reason of being a Stockholder.

Section 10.2 Limitation of Director and Officer Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no Director or officer of the Corporation shall be liable to the Corporation or its Stockholders for money damages. Neither the amendment nor repeal of this Section 10.2, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Section 10.2, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 10.3 Indemnification. To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, (ii) any individual who, while a Director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (iii) the Adviser or any of its Affiliates acting as an agent of the Corporation and made or threatened to be made a party to the proceeding by reason of its service in that capacity. The rights to indemnification and advance of expenses provided to a Director or officer hereby shall vest immediately upon election of such Director or officer. The Corporation may, with the approval of the Board of Directors or any

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duly authorized committee thereof, provide such indemnification and advance for expenses to a Person who served a predecessor of the Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The Board may take such action as is necessary to carry out this Section 10.3. The indemnification and payment or reimbursement of expenses provided in this Section 10.3 shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance or agreement or otherwise.

Neither the amendment nor repeal of this Section 10.3, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Section 10.3, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to acts or omissions occurring prior to such amendment, repeal or adoption.

Section 10.4 Express Exculpatory Clauses in Instruments. Neither the Stockholders nor the Directors, officers, employees or agents of the Corporation shall be liable under any written instrument creating an obligation of the Corporation by reason of their being Stockholders, Directors, officers, employees or agents of the Corporation, and all Persons shall look solely to the Corporation’s assets for the payment of any claim under or for the performance of that instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Stockholder, Director, officer, employee or agent liable thereunder to any third party, nor shall the Directors or any officer, employee or agent of the Corporation be liable to anyone as a result of such omission.

ARTICLE XI

AMENDMENTS

The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any Shares. All rights and powers conferred by the Charter on Stockholders, Directors and officers are granted subject to this reservation. Except as set forth in the next sentence and except for those amendments permitted to be made without Stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of Stockholders entitled to cast a majority of all votes entitled to be cast on the matter. Any amendment to Section 7.7 or this sentence of the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of Stockholders entitled to cast two-thirds of all the votes entitled to be cast on the matter.

THIRD: The amendment and restatement of the charter of the Corporation as hereinabove set forth have been duly approved by a majority of the entire Board of Directors. There is no stock of the Corporation outstanding or subscribed for entitled to be voted on the foregoing amendment and restatement of the charter.

FOURTH: The current address of the principal office of the Corporation is as set forth in Article III of the foregoing amendment and restatement of the charter.

FIFTH: The name and address of the Corporation’s current resident agent is as set forth in Article III of the foregoing amendment and restatement of the charter.

SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article VII of the foregoing amendment and restatement of the charter.

SEVENTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment and restatement of the charter was 2,000,000, consisting of 2,000,000 shares of common stock, $0.01 par value per share, all of which were classified as Class N Common Stock. The aggregate par value of all shares of stock having par value was $20,000.

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EIGHTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 2,050,000,000, consisting of 2,000,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class D Common Stock, 500,000,000 of which are classified as Class I Common Stock, 500,000,000 of which are classified as Class S Common Stock, and 500,000,000 of which are classified as Class E Common Stock, and 50,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $20,500,000.

NINTH: The undersigned acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 23^rd day of March, 2023.

	INVESCO COMMERCIAL REAL ESTATE FINANCE
	TRUST, INC.
By:	/s/ R. Scott Dennis                                             (SEAL)
	Name: R. Scott Dennis
	Title:   Chief Executive Officer

	ATTEST:
By:	/s/ Christopher B. Fischer
	Name: Christopher B. Fischer
	Title:   Secretary

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EX-3.2

Exhibit 3.2

JUN 02 2023

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

12.5% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK

Articles Supplementary Classifying and Designating a Class of Preferred Stock as

12.5% Series A Cumulative Redeemable Preferred Stock and Fixing Distribution

and Other Preferences and Rights of Such Class

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article V of the Articles of Amendment and Restatement of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated one hundred and twenty-five (125) unissued shares of preferred stock without designation as to series, $0.01 par value per share, of the Corporation as shares of 12.5% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Corporation (each a “Series A Preferred Share” and collectively the “Series A Preferred Shares”).

SECOND: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for the Series A Preferred Shares are as follows:

1.1 Defined Terms; Designation and Number.

1.1.1 Capitalized terms used and not defined herein shall have the meanings set forth in the Charter.

1.1.2 The Corporation is authorized to issue a separate class of shares of preferred stock designated as 12.5% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (each a “Series A Preferred Share” and collectively the “Series A Preferred Shares”) and the number of shares that shall constitute such class shall be one hundred and twenty-five (125). The Series A Preferred Shares shall be uncertificated.

1.2 Rank. The Series A Preferred Shares shall, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Corporation, rank senior to the Common Shares and to all other shares of stock and equity securities issued by the Corporation (together with the Common Shares, the “Junior Securities”). The terms “shares” and “equity securities” shall not include convertible debt securities unless and until such securities are converted into equity securities of the Corporation.

1.3 Distributions.

1.3.1 Each holder of the then outstanding Series A Preferred Shares shall be entitled to receive, when and as authorized by the Board of Directors, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at the rate of 12.5% per annum of the total of $1,000.00 per Series A Preferred Share plus all accumulated and unpaid distributions thereon. Such distributions shall accrue on a daily basis and be cumulative from the first date on which any Series A Preferred Share is issued, such issue date to be contemporaneous with the receipt by the Corporation of subscription funds for the Series A Preferred Shares (the “Original Issue Date”), and shall be payable annually in arrears on or before June 30 of each year (each a “Distribution Payment Date”); provided, however, that if any Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Distribution Payment Date may be paid on the preceding business day or the following business day with the same force and effect as if paid on such Distribution Payment Date. Any distribution payable on the Series A Preferred Shares for any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “distribution period” shall mean, with respect to the first “distribution period,” the period from and including the Original Issue Date to and including the first Distribution Payment Date, and with respect to each subsequent “distribution period,” the period from but excluding a Distribution Payment Date to and including the next succeeding Distribution Payment Date or other date as of which accrued distributions are to be calculated. Distributions will be payable to holders of record as they appear in the records of the Corporation at the close of business on the applicable record date, which shall be the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls or on such other date designated by the Board of Directors for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a “Distribution Record Date”).

1.3.2 No distributions on Series A Preferred Shares shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any written agreement between the Corporation and any party that is not an affiliate of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. For purposes hereof, “affiliate” shall mean any party that controls, is controlled by or is under common control with the Corporation.

1.3.3 Notwithstanding the foregoing, distributions on the Series A Preferred Shares shall accrue whether or not the terms and provisions set forth in Section 1.3.2 hereof at any time prohibit the current payment of distributions, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. Furthermore, subject to Section 1.3.2, distributions will be declared and paid when due in all events to the fullest extent permitted by law. Accrued but unpaid distributions on the Series A Preferred Shares will accumulate as of the Distribution Payment Date on which they first become payable.

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1.3.4 Unless full cumulative distributions on all outstanding Series A Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods, no distributions (other than in Junior Securities) shall be declared and paid or declared and set apart for payment nor shall any other distribution be declared and made upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Junior Securities) by the Corporation (except by conversion into or exchange for other Junior Securities and except for transfers made pursuant to the provisions of Article VI of the Charter).

1.3.5 When distributions are not paid in full (or a sum sufficient for such full payment is not set apart) on the Series A Preferred Shares, all distributions declared upon the Series A Preferred Shares shall be declared and paid pro rata based on the number of Series A Preferred Shares then outstanding.

1.3.6 Any distribution payment made on the Series A Preferred Shares shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable. Holders of the Series A Preferred Shares shall not be entitled to any distribution, whether payable in cash, property or shares, in excess of full cumulative distributions on the Series A Preferred Shares as described above.

1.4 Liquidation Preference.

1.4.1 Subject to Section 1.4.6 below, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (each a “Liquidation Event”), the holders of Series A Preferred Shares then outstanding are entitled to be paid, out of the assets of the Corporation legally available for distribution to Stockholders, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) $1,000.00 per Series A Preferred Share, (ii) an amount equal to all accrued and unpaid distributions thereon through and including the date of payment, and (iii) if the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, the per Series A Preferred Share Redemption Premium in effect on the date of payment of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities.

1.4.2 If upon any Liquidation Event the available assets of the Corporation are insufficient to pay the full amount of the Liquidation Preference on all outstanding Series A Preferred Shares, then the holders of the Series A Preferred Shares shall share ratably in any distribution of assets in proportion to the full Liquidation Preference to which they would otherwise be respectively entitled.

1.4.3 After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Shares will have no right or claim to any of the remaining assets of the Corporation.

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1.4.4. Upon the Corporation’s provision of written notice as to the effective date of any Liquidation Event, accompanied by a check in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Shares is entitled, the Series A Preferred Shares shall no longer be deemed outstanding shares of stock of the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Shares at the respective mailing addresses of such holders as the same shall appear in the records of the Corporation.

1.4.5 The consolidation or merger of the Corporation with or into any other business enterprise or of any other business enterprise with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a Liquidation Event.

1.4.6 The Board of Directors, in its sole discretion, may elect not to pay the holders of Series A Preferred Shares the sums due pursuant to 1.4.1 immediately upon a Liquidation Event but instead choose to first distribute such amounts as may be due to the holders of the Common Shares hereunder. If the Board of Directors elects to exercise this option pursuant to this section, the Board of Directors shall first establish a reserve in an amount equal to 200% of all amounts owed to the holders of the Series A Preferred Shares pursuant to the Charter including these terms of the Series A Preferred Shares. In addition, in the event that the Corporation elects to establish a reserve for payment of the Liquidation Preference, the Series A Preferred Shares shall remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made no later than immediately prior to the Corporation making its final liquidating distribution on the Common Shares. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, the Corporation may make a corresponding reduction to the funds set apart for payment of the Liquidation Preference.

1.5 Redemption.

1.5.1 Right of Optional Redemption. The Corporation, at its option, may redeem some or all of the Series A Preferred Shares at any time or from time to time, for cash at a redemption price (the “Redemption Price”) equal to $1,000.00 per Series A Preferred Share plus an amount equal to all accrued and unpaid distributions thereon to and including the date fixed for redemption (except as provided in Section 1.5.3 below), plus a redemption premium per Series A Preferred Share (each, a “Redemption Premium”) calculated as follows based on the date fixed for redemption:

1. until December 31, 2024, $50, and

2. thereafter, no Redemption Premium.

If less than all of the outstanding Series A Preferred Shares are to be redeemed, the Series A Preferred Shares to be redeemed may be selected by any equitable method determined by the Corporation provided that such method does not result in the creation of fractional interests.

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1.5.2 Limitations on Redemption. Unless full cumulative distributions on all Series A Preferred Shares shall have been, or contemporaneously are, declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, no Series A Preferred Shares shall be redeemed or otherwise acquired, directly or indirectly, by the Corporation unless all outstanding Series A Preferred Shares are simultaneously redeemed or acquired, and the Corporation shall not purchase or otherwise acquire, directly or indirectly, any Junior Securities of the Corporation (except by exchange for other Junior Securities); provided, however, that the foregoing shall not prevent the purchase by the Corporation of Shares Transferred to the Charitable Trustee pursuant to Section 6.2.5 of the Charter in order to ensure that the Corporation remains qualified as a real estate investment trust for federal income tax purposes or the purchase or acquisition of Series A Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Shares.

1.5.3 Procedures for Redemption.

(a) Procedures for Redemption.

(i) Upon the Corporation’s provision of written notice as to the effective date of the redemption, accompanied by a check in the amount of the full Redemption Price through such effective date to which each record holder of Series A Preferred Shares is entitled, the Series A Preferred Shares shall be redeemed and shall no longer be deemed outstanding the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Shares at the respective mailing addresses of such holders as the same shall appear in the records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to the holder to whom notice was defective or not given.

(ii) In addition to any information required by law, such notice shall state: (A) the redemption date; (B) the Redemption Price; (C) the number of Series A Preferred Shares to be redeemed; and (D) that distributions on the shares to be redeemed will cease to accrue on such redemption date. If less than all of the Series A Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A Preferred Shares held by such holder to be redeemed.

(iii) If notice of redemption of any Series A Preferred Shares has been given and if the funds necessary for such redemption have been set apart by the Corporation for the benefit of the holders of any Series A Preferred Shares so called for redemption, then, from and after the redemption date, distributions will cease to accrue on such Series A Preferred Shares, such Series A Preferred Shares shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the Redemption Price. Since the Series A Preferred Shares are uncertificated, such shares shall be redeemed in accordance with the notice and no further action on the part of the holders of such shares shall be required.

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(iv) The deposit of funds with a bank or trust corporation for the purpose of redeeming the Series A Preferred Shares shall be irrevocable except that:

(A) the Corporation shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series A Preferred Shares entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment of the Redemption Price without interest or other earnings.

1.5.4 Status of Redeemed Series A Preferred Shares. Any Series A Preferred Shares that shall at any time have been redeemed or otherwise acquired by the Corporation shall, after such redemption or acquisition, have the status of authorized but unissued Preferred Shares without designation which may be issued by the Board of Directors from time to time at its discretion.

1.6 Voting Rights. Except as provided in this Section, the holders of the Series A Preferred Shares shall not be entitled to vote on any matter submitted to the Stockholders for a vote. Notwithstanding the foregoing, the consent of the holders of a majority of the outstanding Series A Preferred Shares (excluding any shares that were not issued in a private placement of the Series A Preferred Shares conducted by Iroquois Capital Advisors, LLC), voting as a separate class, shall be required for (a) authorization or issuance of any shares of stock or equity security of the Corporation with any rights that are senior to or on parity with the Series A Preferred Shares, (b) any amendment to the Charter, including these terms of the Series A Preferred Shares, which has a material adverse effect on the rights and preferences of the Series A Preferred Shares or which increases the number of authorized or issued Series A Preferred Shares, or (c) any reclassification of the Series A Preferred Shares. The term “Series A Preferred Shares” shall not include any interests in the Corporation or classes thereof other than the Series A Preferred Shares issued in a private placement of the Series A Preferred Shares conducted by Iroquois Capital Advisors, LLC.

1.7 Conversion. The Series A Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation.

1.8 Limitation of Liability. Except to the extent required by applicable law, no holder of Series A Preferred Shares shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Corporation in excess of his or her initial capital contribution made in exchange for the Series A Preferred Shares.

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1.9 Appointment of the Paying Agent. The holders of Series A Preferred Shares hereby authorize REIT Investment Group, LLC, with an address at 3100 West End Avenue, Suite 910, Nashville, Tennessee 37203, to act as paying agent on behalf of the holders of Series A Preferred Shares (the “Paying Agent”). Any distribution payments received by the Paying Agent shall be deemed paid to the holders of Series A Preferred Shares on the later of the date received by the Paying Agent or the date declared for payment.

1.10 Application of Article VI of the Charter. Series A Preferred Shares are subject to the provisions of Article VI of the Charter, including, without limitation, the provision for the Transfer of Shares to a Charitable Trust.

THIRD: The Series A Preferred Shares have been classified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary on this 1st day of June, 2023.

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
By:	/s/ Bert Crouch
Name:	Bert Crouch
Title:	Chief Executive Officer

ATTEST:
/s/ Christopher Fischer
Name:	Christopher Fischer
Title:	Secretary

EX-3.3

Exhibit 3.3

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS.

(a) General. The president, the chief executive officer, the chairperson of the board, a majority of the Board of Directors or a majority of the Independent Directors (as defined in Article III, Section 2 herein) may call a special meeting of the stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the president, the chief executive officer, the chairperson of the board, the Board of Directors or the Independent Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”).

(b) Stockholder-Requested Special Meetings.

(1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder, each individual whom the stockholder proposes to nominate for election or reelection as a director and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors or the election of each such individual, as applicable, in

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an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than the Special Meeting Percentage shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation that are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation or on the greater premises. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board

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of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairperson of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairperson of the meeting may call the meeting to order and adjourn the meeting from time to time without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chairperson of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

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Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this Section 4.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairperson of the meeting or, in the absence of such appointment or appointed individual, by the chairperson of the board or, in the case of a vacancy in the office or absence of the chairperson of the board, by one of the following officers present at the meeting in the following order: the vice chairperson of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary or, in the absence of such officers, a chairperson chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and all assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairperson of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairperson of the meeting shall record the minutes of the meeting. Even if present at the meeting, the individual holding the office named herein may delegate to another individual the power to act as chairperson or secretary of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairperson and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairperson of the meeting may determine; (c) recognizing speakers at the meeting and determining when and for how long speakers and any individual speaker may address the meeting; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast at least a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairperson of the meeting may adjourn

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the meeting with no appointed date for resumption or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally convened.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be oral rather than written unless the chairperson of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidence of authorization of such proxy shall be filed with the record of the proceedings of the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust, limited liability company, joint venture or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee, managing member or member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in the name of such trustee or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or appropriate. On receipt by the secretary of the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

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Section 10. INSPECTORS. The Board of Directors or the chairperson of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairperson of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chairperson of the meeting, (d) hear and determine all challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a) Annual Meetings of Stockholders.

(1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 11(a)(1)(iii), the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information and certifications required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

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(3) Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder;

(ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, or any agreement, arrangement or understanding in relation thereto;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person, (a) the class, series and number of all shares of stock or other securities of the Corporation (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person and (b) the date on which each such Company Security was acquired and the investment intent of such acquisition and (c) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee, (a) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and address, if different, of each such Stockholder Associated Person and any Proposed Nominee and (b) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal;

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(vi) to the extent known by the stockholder giving the notice, the name and address of any other person supporting the nominee for election or reelection as a director or the proposal of other business; and

(vii) a representation whether the stockholder or a Stockholder Associated Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to the Corporation’s stockholders and/or (b) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i) that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, and (b) will serve as a director of the Corporation if elected; (ii) stating whether such Proposed Nominee, if elected, would be an Independent Director; and (iii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such stockholder or such Stockholder Associated Person.

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(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting and, except as contemplated by and in accordance with the next two sentences of this Section 11(b), no stockholder may nominate an individual for election to the Board of Directors or make a proposal of other business to be considered at a special meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors, (ii) by a stockholder that has requested that a special meeting be called for the purpose of electing directors in compliance with Section 3 of this Article II and that has supplied the information required by Section 3 of this Article II about each individual whom the stockholder proposes to nominate for election of directors or (iii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting, and any postponement or adjournment thereof, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information and certifications required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c) General.

(1) If any information or certification submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders, including any certification from a Proposed Nominee, shall be inaccurate in any material respect, such information or certification may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information or certification. Upon written request by the secretary or the Board of Directors, any stockholder or Proposed Nominee shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, (ii) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date and (iii) an updated certification by each Proposed Nominee that such individual will serve as a director

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of the Corporation if elected. If a stockholder or Proposed Nominee fails to provide such written verification, written update or updated certification within such period, the information as to which written verification, a written update or an updated certification was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairperson of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure in (i) a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation from substantially all of the holders of any class of securities conducted in accordance with applicable state and federal securities laws.

(5) Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairperson of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12. TELEPHONE AND REMOTE COMMUNICATION MEETINGS. The Board of Directors or chairperson of the meeting may permit one or more stockholders to participate in a meeting by means of a conference telephone or other communications equipment in any manner permitted by Maryland law. In addition, the Board of Directors may determine that a meeting not be held at any place, but instead may be held solely by means of remote communication in any matter permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.

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Section 13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2. NUMBER, TENURE, RESIGNATION AND QUALIFICATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairperson of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. A majority of the directors shall be Independent Directors except for a period of up to 60 days after the death, removal or resignation of an Independent Director pending the election of such Independent Director’s successor. As used herein, the term “Independent Director” shall have the meaning as provided in Rule 303A.02 of the New York Stock Exchange Listed Company Manual.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairperson of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

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Section 6. QUORUM. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairperson of the board or, in the absence of the chairperson, the vice chairperson of the board, if any, shall act as chairperson of the meeting. In the absence of both the chairperson and vice chairperson of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present shall act as chairperson of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairperson of the meeting shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11. VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Until such time as the Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors; and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. At such time as the Corporation becomes subject to Section 3-804(c) of the MGCL and except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies.

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Section 12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they perform or engage in as directors, including under any incentive plan approved by the Board of Directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. RELIANCE. Each director, officer, employee or agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director, officer, employee or agent reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director, officer, employee or agent reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. A director, officer, employee or agent shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director, officer, employee or agent, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 15. RATIFICATION. The Board of Directors or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.

Section 16. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (a) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

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ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

Section 2. POWERS. The Board of Directors may delegate to any committee appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole and absolute discretion.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors or, in the absence of such designation, the applicable committee may designate a chairperson of any committee, and such chairperson or, in the absence of a chairperson, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairperson of the board, a vice chairperson of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time appoint such other officers with such powers and duties as it shall deem necessary or appropriate. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

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Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairperson of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHAIRPERSON OF THE BOARD. The Board of Directors may designate from among its members a chairperson of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairperson of the board as an executive or non-executive chairperson. The chairperson of the board shall preside over the meetings of the Board of Directors. The chairperson of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairperson of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

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Section 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10. SECRETARY. The secretary shall, unless any such duty is delegated to an administrator or other third party appointed by the Board of Directors, (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 11. TREASURER. The treasurer shall, unless any such duty is delegated to an administrator or other third party appointed by the Board of Directors, have the custody of the funds, securities, and other property interests of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general shall perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13. COMPENSATION. The compensation of the officers, if any, shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director. For the avoidance of doubt, it is understood that neither the Corporation nor the Board of Directors has the authority to determine the salary, bonus or any other compensation paid by the Corporation’s advisor to any director, officer, member, partner, employee, or stockholder of the advisor or any of its affiliates, including any person who is also a director, officer or employee of the Corporation.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or executed by any such authorized person.

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Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Except as may otherwise be provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer. The Corporation or, if authorized by the Corporation, the transfer agent of the Corporation shall cancel the old certificate and record the transaction on its books. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation an indemnity or bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

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Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors and declared by the Corporation, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its sole discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

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ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIII

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, other than any action arising under federal securities laws, including, without limitation, (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation or (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or the Bylaws, or (b) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

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ARTICLE XIV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

ARTICLE XV

VOTING STOCK IN OTHER COMPANIES

Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the chief executive officer, the president, a vice president or a proxy appointed by any of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

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EX-4.1

Exhibit 4.1

DISTRIBUTION REINVESTMENT PLAN

This Distribution Reinvestment Plan (the “Plan”) is adopted by Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) pursuant to its Articles of Amendment and Restatement (as amended or restated from time to time, the “Charter”). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter. The Plan shall be effective after Board approval, as of March 23, 2023.

1. Distribution Reinvestment. As agent for the stockholders of the Company (the “Stockholders”) who purchase Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock (collectively, “Shares”) (1) pursuant to the Company’s continuous offering of Shares (the “Offering”), or (2) any future Offering of Shares (a “Future Offering”), and who do not opt out of participating in the Plan (or who affirmatively elect to participate in the Plan, as applicable, as set forth in Section 3 below) (the “Participants”), the Company will apply all dividends and other distributions declared and paid in respect of the Shares held by each Participant and attributable to the class of Shares purchased by such Participant (the “Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same class for such Participant.

2. Effective Date. The effective date of the Plan shall be March 23, 2023. The Company may, in its discretion and in the event the Company lists the Shares on any exchange (pursuant to the Charter), cease to offer the Plan to Stockholders.

3. Procedure for Participation. Any Stockholder who has received a copy of the Memorandum, with respect to the Offering or any Future Offering, as applicable, will automatically become a Participant unless they elect not to become a Participant by noting such election on their subscription agreement; provided, however, that any Stockholder which (a) resides in a state or other jurisdiction which requires affirmative enrollment in the Plan or (b) is a client of a participating broker-dealer that does not permit automatic enrollment in the Plan will only become a Participant if the Stockholder notes such an election on the Stockholder’s subscription agreement. If any Stockholder initially elects not to be a Participant, they may later become a Participant by subsequently completing and executing an enrollment form or any appropriate authorization form as may be available from the Company, the Company’s transfer agent, the dealer manager for the applicable Offering or any soliciting dealer participating in the distribution of Shares for the Offering. Participation in the Plan will begin with the next Distribution payable after acceptance of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the Plan on the date that Distributions are paid by the Company.

4. Suitability. Each Participant is requested to promptly notify the Company in writing if the Participant experiences a material change in his or her financial condition, including the failure to meet the income, net worth, investment concentration, status as an “accredited investor” as defined by Regulation D of the Securities Act or other investment suitability standards imposed by the Company and set forth in the Memorandum or the Company’s most recent Memorandum. For the avoidance of doubt, this request in no way shifts to the Participant the responsibility of the Company’s sponsor, or any other person selling Shares on behalf of the Company to the Participant, to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment based on information provided by such Participant.

5. Purchase of Shares.

A. Participants will acquire Shares from the Company (including Shares purchased by the Company for the Plan in a secondary market (if available) or on a stock exchange (if listed)) under the Plan (the “Plan Shares”) at a price equal to the net asset value (“NAV”) per Share applicable to the class of Shares purchased by the Participant on the date that the Distribution is payable (calculated as of the most recent month end). No upfront selling commissions will be payable with respect to Shares purchased pursuant to the Plan, but such Shares may be subject to ongoing stockholder servicing fees. Participants in the Plan may purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares and such Participant’s participation in the Plan will be terminated to the extent that a reinvestment of such Participant’s Distributions in Shares would cause the percentage ownership or other limitations contained in the Charter to be violated.

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B. Plan Shares to be distributed by the Company in connection with the Plan may (but are not required to) be supplied from Shares that will be issued by the Company in connection with the Offering, or a Future Offering.

6. Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.

7. Share Certificates. The ownership of the Shares purchased through the Plan will be in book-entry form unless and until the Company issues certificates for its outstanding Shares.

8. Reports. On a quarterly basis, the Company shall provide each Participant a statement of account describing, as to such Participant: (1) the Distributions reinvested during the quarter; (2) the number and class of Shares purchased pursuant to the Plan during the quarter; (3) the per Share purchase price for such Shares; and (4) the total number of Shares purchased on behalf of the Participant under the Plan. On an annual basis, tax information with respect to income earned on Shares under the Plan for the calendar year will be provided to each applicable participant.

9. Termination by Participant. A Participant may terminate participation in the Plan at any time, without penalty, by delivering 10 days’ prior written notice to the Company. This notice must be received by the Company prior to the last day of a quarter in order for a Participant’s termination to be effective for such quarter (i.e., a timely termination notice will be effective as of the last day of a quarter in which it is timely received and will not affect participation in the Plan for any prior quarter). Any transfer of Shares by a Participant to a non-Participant will terminate participation in the Plan with respect to the transferred Shares. If a Participant requests that the Company repurchase all or any portion of the Participant’s Shares, the Participant’s participation in the Plan with respect to the Participant’s Shares for which repurchase was requested but that were not repurchased will be terminated. If a Participant terminates Plan participation, the Company may, at its option, ensure that the terminating Participant’s account will reflect the whole number of Shares in such Participant’s account and provide a check for the cash value of any fractional share in such account. Upon termination of Plan participation for any reason, future Distributions will be distributed to the Stockholder in cash.

10. Amendment, Suspension or Termination by the Company. The Board of Directors may by majority vote amend any aspect of the Plan; provided, however, that the Plan cannot be amended to eliminate a Participant’s right to terminate participation in the Plan and that notice of any material amendment must be provided to Participants at least 10 days prior to the effective date of that amendment. The Board of Directors may by majority vote suspend or terminate the Plan for any reason upon 10 days’ written notice to the Participants.

11. Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability (1) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to timely receipt of notice in writing of such death or (2) with respect to the time and the prices at which Shares are purchased or sold for a Participant’s account. To the extent that indemnification may apply to liabilities arising under the Securities Act, or the securities laws of a particular state, the Company has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED ADVISORY AGREEMENT

AMONG

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP

AND

INVESCO ADVISERS, INC.

TABLE OF CONTENTS

		Page
1.	DEFINITIONS		1
2.	APPOINTMENT		6
3.	DUTIES OF THE ADVISER		6
4.	AUTHORITY OF ADVISER		9
5.	BANK ACCOUNTS		10
6.	RECORDS; ACCESS		10
7.	LIMITATIONS ON ACTIVITIES		10
8.	OTHER ACTIVITIES OF THE ADVISER.		11
9.	RELATIONSHIP WITH DIRECTORS AND OFFICERS		12
10.	MANAGEMENT, PERFORMANCE AND COMMITMENT FEES		12
11.	EXPENSES		13
12.	OTHER SERVICES		17
13.	REIMBURSEMENT TO THE ADVISER		17
14.	NO JOINT VENTURE		17
15.	TERM OF AGREEMENT; TERMINATION		17
16.	TERMINATION BY THE PARTIES FOR CAUSE		18
17.	ASSIGNMENT TO AN AFFILIATE		19
18.	PAYMENTS TO AND DUTIES OF ADVISER UPON TERMINATION.		19
19.	INDEMNIFICATION BY THE COMPANY		20
20.	INDEMNIFICATION BY ADVISER		20
21.	NON-SOLICITATION		20
22.	INITIAL INVESTMENT		20
23.	MISCELLANEOUS		21

APPENDIX A: Performance Fee Calculations

AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement’’), dated as of May 18, 2023, is by and among Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (the “Operating Partnership”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

W I T N E S S E T H

WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investments that will permit the Company to satisfy the requirements for qualification as a REIT as set forth in Sections 856 through 860 of the Code;

WHEREAS, the Company is an affiliate of the Operating Partnership and intends to conduct all or substantially all of its business and make all or substantially all Investments through the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Adviser and to have the Adviser undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board, all as provided herein;

WHEREAS, the Company and the Adviser entered into that certain Advisory Agreement dated as of March 23, 2023 (the “Original Agreement”), pursuant to which the Company engaged the Adviser to provide the services described herein;

WHEREAS, the Company and the Adviser desire to enter into this Agreement to make certain modifications to the Original Agreement;

WHEREAS, the Adviser is willing to continue to undertake and render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth; and

WHEREAS the Operating Partnership wishes to retain the services of the Adviser to undertake and render such services, subject to the supervision of the General Partner, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree to amend and restate the Original Agreement in its entirety as follows:

1. DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated:

“Adviser” shall have the meaning set forth in the preamble of this Agreement.

“Adviser Expenses” shall have the meaning set forth in Section 11(b).

“Affiliate” shall have the meaning set forth in the Charter.

“Affiliated Funds” shall mean any Other Invesco Account in which the Company or the Operating Partnership holds an equity interest, including, without limitation, limited partnership interests and limited liability company interests.

“Average Invested Assets” shall mean, for a specified period, the average of the aggregate book value of the Investments, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“Board” shall mean the board of directors of the Company, as of any particular time.

“Borrowing Costs” shall mean the costs and expenses incurred in connection with the borrowings of the Company, the Operating Partnership or any of their respective direct or indirect subsidiaries, including, but not limited to, costs associated with the establishment and maintenance of any of their respective credit facilities, other financing arrangements, or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of their respective securities offerings (other than the offering of shares of stock of the Company).

“Business Day” shall have the meaning set forth in the Charter.

“Bylaws” shall mean the bylaws of the Company, as amended or restated, from time to time.

“Cause” shall mean, with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser in connection with performing its duties hereunder.

“CEA” shall mean the U.S. Commodities Exchange Act, as amended.

“Change of Control” shall mean any event (including, without limitation, issue, transfer or other disposition of shares of capital stock of the Company or equity interests in the Operating Partnership, merger, share exchange or consolidation) after which any “person” (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company or the Operating Partnership representing greater than 50% or more of the combined voting power of Company’s or the Operating Partnership’s then outstanding securities, respectively; provided, that, a Change of Control shall not be deemed to occur as a result of any Offering of Shares.

“Charter” shall mean the Articles of Incorporation of the Company filed with the State Department of Assessments and Taxation of Maryland in accordance with the Maryland General Corporation Law, as amended, restated or supplemented from time to time.

“Class D Common Shares” shall have the meaning set forth in the Charter.

“Class D NAV per Share” shall have the meaning set forth in the Charter.

“Class E Common Shares” shall have the meaning set forth in the Charter.

“Class E NAV per Share” shall have the meaning set forth in the Charter.

“Class I Common Shares” shall have the meaning set forth in the Charter.

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“Class I NAV per Share” shall have the meaning set forth in the Charter.

“Class S Common Shares” shall have the meaning set forth in the Charter.

“Class S NAV per Share” shall have the meaning set forth in the Charter.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commitment Fee” shall have the meaning set forth in Section 10(e).

“Common Shares” shall have the meaning set forth in the Charter.

“Company Commencement Date” shall mean the date on which the Company commences the initial offering of Shares pursuant to the Memorandum.

“Common Shares” shall mean the Class D Common Shares, Class E Common Shares, Class I Common Shares, Class S Common Shares and such other shares of common stock issued by the Company from time to time.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Dealer Manager” shall have the meaning set forth in the Charter.

“Dealer Manager Fees” shall mean the dealer manager fees payable to the Dealer Manager as described in the Memorandum.

“Director” shall mean a member of the Board.

“Distributions” shall have the meaning set forth in the Charter.

“Effective Termination Date” shall have the meaning set forth in Section 15.

“Excess Amount” shall have the meaning set forth in Section 13.

“Exchange Act” shall have the meaning set forth in the Charter.

“GAAP” shall mean generally accepted accounting principles as in effect in the United States of America from time to time.

“General Partner” shall mean the general partner of the Operating Partnership, as further defined in the Operating Partnership Agreement.

“Independent Appraiser” shall mean a Person with no material current or prior business or personal relationship with the Adviser or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of Real Property and/or other assets of the type held by the Company or the Operating Partnership. Membership in a nationally recognized appraisal society such as the Appraisal Institute shall be conclusive evidence of being engaged to a substantial extent in the business of rendering opinions regarding the value of Real Property.

“Independent Director” shall have the meaning set forth in the Bylaws.

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“Initial Investment” shall have the meaning set forth in Section 22.

“Initial Term” shall have the meaning set forth in Section 15.

“Invesco” means, collectively, Invesco Ltd., a Bermuda limited company, and any Affiliate thereof.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“Investment Guidelines” shall mean the investment guidelines adopted by the Board, as amended or restated from time to time, pursuant to which the Adviser has discretion to acquire and dispose of Investments for the Company without the prior approval of the Board.

“Investments” shall mean any Credit Assets (as defined in the Memorandum) or other investments by the Company or the Operating Partnership, directly or indirectly, in Property, Real Property, Real Estate-Related Assets or other assets.

“Management Fee” shall have the meaning set forth in Section 10(a).

“Memorandum” shall mean the private placement memorandum of the Company with respect to the offer and sale of the Common Shares, as it may be supplemented, amended or restated from time to time, including all exhibits and appendixes thereto.

“Mortgage” shall mean, in connection with any mortgage financing that the Company or the Operating Partnership originate or acquire, all of the notes, deeds of trust, security interests or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations.

“NAV” shall mean the Company’s net asset value, calculated pursuant to the Valuation Guidelines.

“NAV Per Share” shall mean (i) with respect to the Class D Common Shares, the Class D NAV per Share, (ii) with respect to the Class I Common Shares, the Class I NAV per Share, and (iii) with respect to the Class S Common Shares, the Class S NAV per Share.

“Net Income” shall mean for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Investments.

“Notice of Proposal to Negotiate” shall have the meaning set forth in Section 15.

“Offering” shall mean any offer and sale of Shares by the Company.

“Operating Expenses” shall have the meaning set forth in Section 11(d).

“Operating Partnership” shall have the meaning set forth in the preamble of this Agreement.

“Operating Partnership Agreement” shall mean the Limited Partnership Agreement of the Operating Partnership, as amended or restated from time to time.

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“Organization and Offering Expenses” shall mean any and all costs and expenses incurred by or on behalf of the Company or the Operating Partnership (including, for the avoidance of doubt, any such costs and expenses incurred before the date of this Agreement) in connection with the organization of the Company or the Operating Partnership or in connection with any Offering, including, but not limited to, legal, accounting, filing and other out-of-pocket expenses incurred in connection with the formation of the Company and the Operating Partnership and the qualification and, if applicable, registration of an Offering, preparation of offering materials and filings for an exempt offering, and the marketing and distribution of Shares, including, without limitation, total brokerage discounts and commissions, costs related to investor and broker-dealer sales meetings, expenses for printing, engraving, mailing, salaries and reimbursements for customary travel, lodging, and meals of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses, charges of transfer agents, registrars, trustees, escrow holders, depositories and experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees. Organization and Offering Expenses shall include all related legal fees and the costs of preparing and periodically updating the Memorandum and obtaining the related tax and legal opinions.

“Original Agreement” shall have the meaning set forth in the Recitals.

“Other Invesco Accounts” shall mean collective investment funds, REITs, vehicles, separately managed accounts, products or other similar arrangements sponsored, advised or managed by Invesco, whether currently in existence or subsequently established (in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-investment vehicles and other entities formed in connection with Invesco side-by-side or additional general partner investments with respect thereto). “Other Invesco Accounts” shall exclude the Company and the Operating Partnership and each subsidiary directly or indirectly wholly owned by the Company or the Operating Partnership.

“Performance Fee” shall have the meaning set forth in Section 10(b).

“Person” shall mean an individual, corporation, business trust, estate, trust, partnership, joint venture, limited liability company or other legal entity.

“Priority Invesco Accounts” shall mean Other Invesco Accounts that have priority over the Company and the Operating Partnership with respect to certain investments, as described in the Memorandum.

“Property” or “Properties” shall mean, as the context requires, any, or all, respectively, of the Real Property acquired by the Company or the Operating Partnership, directly or indirectly, including through joint venture arrangements or other partnership or investment interests.

“Real Estate-Related Assets” shall mean any investments by the Company or the Operating Partnership in Mortgages or Real Estate-Related Securities.

“Real Estate-Related Securities” shall mean equity and debt securities of both publicly traded and private companies, including REITs and pass-through entities, that own Real Property or loans secured by real estate, including investments in commercial mortgage-backed securities and derivative instruments, owned by the Company or the Operating Partnership, directly or indirectly through one or more of their Subsidiaries.

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“Real Property” shall mean land, rights in land (including leasehold interests) and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“REIT” shall have the meaning set forth in the Charter.

“Renewal Term” shall have the meaning set forth in Section 15.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall have the meaning set forth in the Charter.

“Selling Commissions” shall have the meaning set forth in the Charter.

“Shares” shall have the meaning set forth in the Charter.

“Stockholder Servicing Fee” shall have the meaning set forth in the Charter.

“Stockholders” shall have the meaning set forth in the Charter.

“Subsidiary” shall mean, with respect to the Company, all direct and indirect subsidiaries of the Company, including the Operating Partnership.

“Termination Date” shall mean the date of termination of this Agreement or expiration of this Agreement in the event this Agreement is not renewed for an additional term.

“Termination Notice” shall have the meaning set forth in Section 15.

“Total Return Per Share” shall have the meaning set forth in Appendix A to this Agreement.

“2%/25% Guidelines” shall have the meaning set forth in Section 13.

“Valuation Commencement Date” shall mean the date, as set forth in the Memorandum or as otherwise established by the Board, upon which the Company begins determining a NAV per Share for any class of Common Shares.

“Valuation Guidelines” shall mean the valuation guidelines adopted by the Board, as amended or restated from time to time.

2. APPOINTMENT. The Company and the Operating Partnership hereby appoint the Adviser to serve as their investment adviser on the terms and conditions set forth in this Agreement, and the Adviser hereby accepts such appointment. By accepting such appointment, the Adviser acknowledges that it has a contractual and fiduciary responsibility to the Company and the Stockholders. Except as otherwise provided in this Agreement, the Adviser hereby agrees to use its commercially reasonable efforts to perform the duties set forth herein, provided that the Company reimburses the Adviser for costs and expenses in accordance with Section 11.

3. DUTIES OF THE ADVISER. Subject to the oversight of the Board and the terms and conditions of this Agreement and the Investment Guidelines and consistent with the provisions of the Memorandum the Charter, the Bylaws and the Operating Partnership Agreement, the Adviser will have plenary authority with respect to the management of the business and affairs of the Company and the Operating Partnership and will be responsible for implementing the investment strategy of the Company

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and the Operating Partnership. The Adviser will perform (or cause to be performed through one or more of its Affiliates or third parties) such services and activities relating to the selection of investments and rendering investment advice to the Company and the Operating Partnership as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:

(a) serving as an advisor to the Company and the Operating Partnership with respect to the establishment and periodic review of the Investment Guidelines for the Company’s and the Operating Partnership’s investments, financing activities and operations;

(b) sourcing, evaluating and monitoring the Company’s and the Operating Partnership’s investment opportunities and executing the origination, acquisition, management, financing and disposition of the Company’s and the Operating Partnership’s assets, in accordance with the Company’s Investment Guidelines, policies and objectives and limitations, subject to oversight by the Board;

(c) with respect to prospective originations, acquisitions, purchases, sales, exchanges or other dispositions of Investments, conducting negotiations on the Company’s and the Operating Partnership’s behalf with borrowers, sellers, purchasers and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;

(d) providing the Company with portfolio management and other related services;

(e) forming one or more corporations, limited liability companies, real estate investment trusts, partnerships or other entities inside or outside the United States and utilizing such entities as vehicles for making Investments and otherwise carrying out the business of the Company and causing such entities to take any action that the Adviser would have the authority to take on behalf of the Company;

(f) serving as the Company’s advisor with respect to decisions regarding any of the Company’s financings, hedging activities or borrowings, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives, and (2) advising the Company with respect to obtaining appropriate financing for the Investments (which, in accordance with applicable law and the terms and conditions of this Agreement and the Charter and Bylaws, may include financing by the Adviser or its Affiliates) and (3) negotiating and entering into, on the Company’s and the Operating Partnership’s behalf, financing arrangements (including one or more credit facilities), repurchase agreements, interest rate or currency swap agreements, hedging arrangements, foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection with the Company’s and the Operating Partnership’s activities;

(g) engaging and supervising, on the Company’s and the Operating Partnership’s behalf and at the Company’s and the Operating Partnership’s expense, independent contractors, advisors, consultants, attorneys, accountants, administrators, auditors, appraisers, independent valuation agents, escrow agents and other service providers (which may include Affiliates of the Adviser) that provide various services with respect to the Company and the Operating Partnership, including, without limitation, on-site managers, building and maintenance personnel, investment banking, securities brokerage, mortgage brokerage, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including custody and transfer agent and registrar services) as may be required relating to the Company’s and the Operating Partnership’s activities or Investments (or potential Investments);

(h) coordinating and managing operations of any co-investment interests held by the Company or the Operating Partnership and conducting matters with co-investment partners;

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(i) communicating on the Company’s and the Operating Partnership’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;

(j) advising the Company in connection with policy decisions to be made by the Board;

(k) providing the daily management of the Company and the Operating Partnership, including performing and supervising the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership;

(l) engaging one or more sub-advisors with respect to the management of the Company and the Operating Partnership, including, where appropriate, Affiliates of the Adviser;

(m) evaluating and recommending to the Board hedging strategies and engaging in hedging activities on the Company’s and the Operating Partnership’s behalf, consistent with the Company’s qualification as a REIT and with the Investment Guidelines;

(n) investing and reinvesting any moneys and securities of the Company and the Operating Partnership (including investing in short-term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders and partners) and advising the Company as to the Company’s and the Operating Partnership’s capital structure and capital raising;

(o) following the Valuation Commencement Date, determining valuations for the Company’s Investments and calculating, as of the last Business Day of each month, the Class D NAV per Share, Class E NAV per Share, Class I NAV per Share, and Class S NAV per Share, in accordance with the Valuation Guidelines, and in connection therewith, obtaining appraisals performed by an Independent Appraiser and other independent third party appraisal firms concerning the value of the Real Properties and obtaining market quotations or conducting fair valuation determinations concerning the value of Real Estate-Related Assets;

(p) providing input in connection with the appraisals performed by the Independent Appraisers;

(q) monitoring the Company’s Investments for events that may be expected to have a material impact on the most recent estimated values;

(r) monitoring each Independent Appraiser’s valuation process for compliance with the Valuation Guidelines;

(s) delivering to, or maintaining on behalf of, the Company copies of appraisals obtained in connection with the Investments;

(t) in the event that the Company is a commodity pool under the CEA, acting as the Company’s commodity pool operator for the period and on the terms and conditions set forth in this Agreement, including, without limitation, the authority to make any filings, submissions or registrations (including for exemptive or “no action” relief) to the extent required or desirable under the CEA (and the Company hereby appoints the Adviser to act in such capacity and the Adviser accepts such appointment and agrees to be responsible for such services);

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(u) placing, or arranging for the placement of, orders of Real Estate-Related Assets pursuant to the Adviser’s investment determinations for the Company and the Operating Partnership either directly with the issuer or with a broker or dealer (including any Affiliated broker or dealer);

(v) making from time to time, or at any time reasonably requested by the Board, reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Adviser or any of its Affiliates;

(w) advising the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;

(x) taking all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code;

(y) assisting the Company in filing as a reporting issuer under federal securities laws and complying with all federal, state and local regulatory requirements applicable to the Company with respect to the Offering and the Company’s business activities, including, without limitation, (i) preparing or causing to be prepared the Memorandum and all supplements and amendments thereto and all reports, filing and documents required pursuant to the Securities Act or applicable state securities laws, (ii) preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act, and (iii) causing the Company to qualify to do business in all applicable jurisdictions and obtain and maintain all appropriate licenses to conduct its business; and

(z) performing such other services from time to time in connection with the management of the Company’s investment activities as the Board shall reasonably request or the Adviser shall deem appropriate under the particular circumstances.

The Adviser may delegate the performance of any of the duties enumerated in this Section 3, with the consent of the majority of the Board.

4. AUTHORITY OF ADVISER.

(a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of the execution hereof by the officers of the Company) hereby delegates to the Adviser the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Adviser, may be necessary or advisable in connection with the Adviser’s duties described in Section 3, including for the avoidance of doubt the ability to vote proxies or other voting interests which the Company holds directly or indirectly, and the making of any Investment that fits within the Investment Guidelines, objectives, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board.

(b) Notwithstanding the foregoing, any Investment that does not fit within the Investment Guidelines will require the prior approval of the Board or any duly authorized committee of the Board, as the case may be. Except as otherwise set forth herein, in the Investment Guidelines or in the Charter, any Investment that fits within the Investment Guidelines may be made by the Adviser on the Company’s or the Operating Partnership’s behalf without the prior approval of the Board or any duly authorized committee of the Board.

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(c) The prior approval of a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction will be required for each transaction to which the Adviser or its Affiliates is a party.

(d) The Board will review the Investment Guidelines with sufficient frequency (at least annually) and may, at any time upon the giving of notice to the Adviser, amend the Investment Guidelines; provided, however, that such modification or revocation shall be effective upon receipt by the Adviser or such later date as is specified by the Board and included in the notice provided to the Adviser and such modification or revocation shall not be applicable to investment transactions to which the Adviser has committed the Company or the Operating Partnership prior to the date of receipt by the Adviser of such notification, or if later, the effective date of such modification or revocation specified by the Board.

(e) The Adviser may retain, for and on behalf, and at the sole cost and expense of the Company, such service providers as the Adviser deems necessary or advisable in connection with the management and operations of the Company, which may include Affiliates of the Adviser; provided that any such services may only be provided by Affiliates to the extent such services are approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transactions as being fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from non-Affiliated third parties. In performing its duties under Section 3, the Adviser shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Adviser at the Company’s sole cost and expense.

5. BANK ACCOUNTS. The Adviser may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership, and any subsidiary thereof and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, consistent with the Adviser’s authority under this Agreement, provided that no funds shall be commingled with the funds of the Adviser; and the Adviser shall from time to time render, upon request by the Board, its audit committee or the auditors of the Company, appropriate accountings of such collections and payments to the Board, its audit committee and the auditors of the Company, as applicable.

6. RECORDS; ACCESS. The Adviser shall maintain appropriate records of its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Adviser shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

7. LIMITATIONS ON ACTIVITIES. The Adviser shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code or the status of either the Company or the Operating Partnership as an entity excluded from investment company status under the Investment Company Act, or (iii) would materially violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company and the Operating Partnership or of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Charter, Bylaws or Operating Partnership Agreement. If the Adviser is ordered to take any action by the Board, the Adviser shall seek to notify the Board if it is the Adviser’s reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Charter, Bylaws or Operating Partnership Agreement. Notwithstanding the foregoing, neither the Adviser nor any of its Affiliates shall be liable to the Company, the Operating Partnership, the Board, or the Stockholders for any act or omission by the Adviser or any of its Affiliates, except as provided in Section 20 of this Agreement.

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8. OTHER ACTIVITIES OF THE ADVISER.

(a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person, whether or not the investment objectives or policies of any such other Person are similar to those of the Company, 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 (or its Affiliates’) benefit. While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, the Company acknowledges that such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other Invesco Accounts and their investors, as described more fully in 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 manage Other Invesco Accounts and may in the future sponsor, advise or manage additional Other Invesco Accounts (including Priority Invesco Accounts, if any), (ii) with respect to Other Invesco Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its 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 its Affiliates determine to be fair and equitable, over time, in their sole discretion, and 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, if any, will 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, in their sole discretion, 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 the Board acknowledge and agree that (i) as part of Invesco’s regular businesses, personnel of the Adviser and its 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

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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 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. 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.

9. RELATIONSHIP WITH DIRECTORS AND OFFICERS. Subject to Section 7 and to restrictions advisable with respect to the qualification of the Company as a REIT, the directors, managers, officers and employees of the Adviser or an Affiliate of the Adviser or any corporate parent of an Affiliate, may serve as a Director or officer of the Company, except that no director, officer or employee of the Adviser or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than (a) reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board or (b) as otherwise approved by the Board, including a majority of the Independent Directors, and no such Director shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Bylaws.

10. MANAGEMENT, PERFORMANCE AND COMMITMENT FEES.

(a) Subject to Section 10(d), the Company will pay the Adviser a management fee (the “Management Fee”) equal to 1.0% of NAV with respect to Class S Common Shares, Class D Common Shares and Class I Common Shares, per annum, calculated monthly in arrears based on the NAV as of the end of the month immediately preceding the date on which the Management Fee is calculated and payable quarterly in arrears. Notwithstanding the foregoing, the value of the Company’s investments in Affiliated Funds will be excluded from the calculation of NAV for purposes of calculating the Management Fee. The Company will not pay the Adviser a management fee with respect to Class E Common Shares.

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(b) Subject to Section 10(d), the Company will pay the Adviser a performance fee (the “Performance Fee”) with respect to Class S Common Shares, Class D Common Shares and Class I Common Shares, which will be calculated as set forth in Appendix A and payable annually in arrears. The value of the Company’s investments in Affiliated Funds will be excluded from the calculation of NAV for purposes of calculating the Performance Fee. The Company will not pay the Adviser a performance fee with respect to Class E Common Shares.

(c) The Management Fee and the Performance Fee may be paid, at the Adviser’s election, in either (1) cash, or (2) the cash equivalent in aggregate NAV amounts of Class E Common Shares. If the Adviser elects to receive any portion of its Management Fee or Performance Fee in Class E Common Shares, the Adviser may elect to have the Company repurchase such Shares from the Adviser at a later date. Class E Common Shares obtained by the Adviser will not be subject to the repurchase limits of the Company’s share repurchase plan or any reduction or penalty for an early repurchase. At any time after the Company Commencement Date, the Adviser will have the option of exchanging Class E Common Shares for an equivalent aggregate NAV amount of Class S Common Shares, Class D Common Shares, or Class I Common Shares.

(d) Notwithstanding any other provision to the contrary, the Adviser agrees that all Management Fees and Performance Fees payable to it hereunder will not begin to accrue until the later of (i) March 1, 2024 and (ii) the date on which the Company files as a reporting company under the Exchange Act.

(e) The Company will pay the Adviser 50% of any commitment fee charged to borrowers in connection with the origination of each new loan (any such fee, a “Commitment Fee”) concurrently or promptly following receipt of such fees from the borrowers. The Commitment Fee shall be calculated as a percentage of the whole loan on a fully funded basis as determined by the Adviser at the time of the closing of the loan origination, and shall not exceed 0.50% of the whole loan on a fully funded basis.

(f) In the event this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive its prorated Management Fee and Performance Fee through the date of termination or expiration. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

(g) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Adviser the Management Fee and Performance Fee from the proceeds of the liquidation.

(h) The Company may satisfy any fee obligation (other than any amount the Adviser elects to receive in the form of Class E Common Shares) by causing the Operating Partnership or any other Subsidiary to make such payment.

11. EXPENSES.

(a) The Adviser shall pay for all Organization and Offering Expenses (other than Selling Commissions and Dealer Manager Fees and Stockholder Servicing Fees) incurred through the earlier of (1) the date that the Company’s aggregate NAV is at least $1.0 billion and (2) March 31, 2024 (the “Organization and Offering Expense Commencement Date”). All Organization and Offering Expenses paid by the Adviser pursuant to this Section 11(a) shall be reimbursed by the Company to the Adviser in 60 equal monthly installments immediately following the Organization and Offering Expense Commencement Date. After the Organization and Offering Expense Commencement Date, the Company

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will reimburse the Adviser for any Organization and Offering Expenses that the Adviser incurs on the Company’s behalf as and when incurred (or promptly thereafter). The Adviser shall pay for all Operating Expenses incurred through the earlier of (1) the date that the Company’s aggregate NAV is at least $500 million and (2) March 31, 2024 (the “Operating Expense Commencement Date”). All such Operating Expenses paid by the Adviser pursuant to this Section 11(a) shall be reimbursed by the Company in 60 equal monthly installments immediately following the Operating Expense Commencement Date. After the Operating Expense Commencement Date, the Company will reimburse the Adviser for any Operating Expenses that the Adviser incurs on the Company’s behalf as and when incurred, subject to the limits set forth in Section 13 below.

(b) The Company shall pay for the cumulative Selling Commissions, Dealer Manager Fees, and Stockholder Servicing Fees in connection with any Offering of Shares.

(c) Subject to Sections 4(e) and 11(c), the Adviser shall be responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company pursuant to this Agreement (including, without limitation, each of the officers of the Company and any Directors who are also directors, officers or employees of the Adviser or any of its Affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel (“Adviser Expenses”).

(d) In addition to the compensation paid to the Adviser pursuant to Section 10 hereof, the Company shall pay all of its costs and expenses directly or, subject to the limits set forth in Section 13 below, reimburse the Adviser and its Affiliates for costs and expenses incurred by the Adviser or its Affiliates on behalf of the Company, in each case other than Adviser Expenses (but, for the avoidance of doubt, including any such costs and expenses incurred before the date of this Agreement) (all operating costs and expenses of the Company and its direct and Subsidiaries, the “Operating Expenses”). Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company are not Adviser Expenses and shall be borne by the Company:

(i) Borrowing Costs and other day-to-day operating expenses of the Company or the Operating Partnership (excluding Organization and Offering Expenses but including all of the below);

(ii) fees, costs and expenses in connection with the issuance and transaction costs incident to the trading, settling, disposition and financing of Investments (whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges, forfeited deposits, and other investment costs fees and expenses actually incurred in connection with the pursuit, making, holding, settling, monitoring or disposing of actual or potential investments;

(iii) the actual cost of goods and services used by the Company and obtained from Persons not Affiliated with the Adviser, including fees paid to administrators, consultants, attorneys, technology providers and other services providers;

(iv) brokerage fees paid in connection with the purchase and sale of Investments;

(v) management fees, performance fees, or transaction fees to the Adviser’s Affiliates in connection with any investment in an Affiliated Fund;

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(vi) all fees, costs and expenses of legal, tax, accounting, consulting, auditing (including internal audit), finance, administrative, investment banking, capital market, transfer agency, escrow agency, custody, prime brokerage, asset management, property management, data or technology services and other non-investment advisory services rendered to the Company by the Adviser or its Affiliates in compliance with Section 4(e) including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans and insurance with respect to all personnel of the Adviser, other than those which constitute Adviser Expenses as described in Section 11(b) above;

(vii) any accounting, data processing, legal, engineering, environmental, investment-level management and servicing, research, insurance purchasing or administrative services, including information technology services, provided to the Company or its consolidated subsidiaries by employees of the Adviser; provided, that reimbursements for such services shall not exceed prevailing market rates (for the avoidance of doubt, the Adviser’s not seeking, or agreeing to waive, reimbursement for one or more of such services rendered during any period shall not prevent it from seeking reimbursement for such services rendered during any future period);

(viii) expenses of managing the Company’s and the Operating Partnership’s Investments, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;

(ix) the compensation and expenses of the Directors (excluding those directors who are directors, officers or employees of the Adviser) and the cost of liability insurance to indemnify the Company’s Directors and officers;

(x) interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of the Company’s credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s securities offerings;

(xi) expenses connected with communications to holders of the Company’s securities or securities of the subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar, expenses in connection with the listing or trading of the Company’s securities on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to the Stockholders and proxy materials with respect to any meeting of the Stockholders and any other reports or related statements;

(xii) the Company’s allocable share of costs associated with technology-related expenses, including without limitation, any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Adviser, technology service providers and related software/hardware utilized in connection with the Company’s investment and operational activities;

(xiii) the Company’s allocable share of expenses incurred by managers, officers, personnel and agents of the Adviser for travel on the Company’s behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an Investment;

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(xiv) expenses relating to compliance-related matters and regulatory filings relating to the Company’s activities (including, without limitation, expenses relating to the preparation and filing of Form ADV, any reports to be filed with the U.S. Commodity Futures Trading Commission, and any other reports, disclosures, or other regulatory filings of the Adviser and its Affiliates relating to the Company’s activities (including the Company’s pro rata share of the costs of the Adviser and its Affiliates of regulatory expenses that relate to the Company and Other Invesco Accounts));

(xv) the costs of any litigation involving the Company or the Operating Partnership or their assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Company;

(xvi) all taxes and license fees;

(xvii) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Adviser elects to carry for itself and its personnel;

(xviii) expenses of managing, improving, developing, operating and selling Investments, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;

(xix) expenses connected with the payments of interest, dividends or Distributions in cash or any other form authorized or caused to be made by the Board to or on account of holders of the Company’s securities, including, without limitation, in connection with any distribution reinvestment plan;

(xx) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or the Operating Partnership, or against any Director or officer of the Company or in his or her capacity as such for which the Company is required to indemnify such Director or officer by any court or governmental agency;

(xxi) expenses incurred in connection with the formation, organization and continuation of any corporation, partnership or other entity through which the Company’s investments are made or in which any such entity invests;

(xxii) expenses incurred related to industry association memberships or attending industry conferences on behalf of the Company; and

(xxiii) any of the foregoing costs and expenses incurred by any wholly owned Subsidiary and, without duplication, any amounts advanced by the Company or the Operating Partnership to any Subsidiary for purposes of paying any of the foregoing costs or expenses.

(e) The Adviser may, at its option, elect not to seek reimbursement for certain expenses during a given period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.

(f) Any reimbursement payments owed by the Company to the Adviser may be offset by the Adviser against amounts due to the Company from the Adviser. Cost and expense reimbursement to the Adviser shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.

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(g) Notwithstanding anything herein to the contrary, the Adviser shall request approval from the Board for the rates charged in any services that are contemplated in any action described in Section 11(b) above that are rendered by any Affiliate or Affiliates of the Adviser.

(h) The Company may satisfy any obligation hereunder to pay or reimburse any cost or expense by causing the Operating Partnership or any other Subsidiary to make such payment or reimbursement.

12. OTHER SERVICES. Should the Board request that the Adviser or any director, manager, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Adviser and the Independent Directors and shall not be deemed to be services pursuant to the terms of this Agreement.

13. REIMBURSEMENT TO THE ADVISER. Commencing with the first four full fiscal quarters following the Operating Expense Commencement Date, the Company shall not reimburse the Adviser at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or 25.0% of Net Income (the “2%/25% Guidelines”) for such four fiscal quarters, unless the Independent Directors determine that such Excess Amount was justified, based on unusual and nonrecurring factors that the Independent Directors deem sufficient. If the Independent Directors do not approve such Excess Amount as being so justified, the Adviser shall reimburse the Company the amount by which the Operating Expenses exceeded the 2%/25% Guidelines. If the Independent Directors determine such Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Adviser, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or, once the Company is registered with the SEC, by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

14. NO JOINT VENTURE. The Company and the Operating Partnership on the one hand, and the Adviser on the other hand are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

15. TERM OF AGREEMENT; TERMINATION. At any time during which the Company intends to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. Section 2510.3-101(d), this Agreement may be terminated upon 30 days’ written notice without cause or penalty by a majority of the Board.At all other times, and until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2025 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Adviser that is materially detrimental to the Company or the Operating Partnership or (ii) the compensation payable to the Adviser hereunder is unfair; provided that the Company and the Operating Partnership shall not have the right to terminate this Agreement under clause (ii) above if the Adviser agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company and the Operating Partnership may elect not to renew this agreement upon the expiration of the Initial Term or any Renewal Term and

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upon 180 days’ prior written notice to the Adviser (the “Termination Notice”). If the Company or the Operating Partnership issues the Termination Notice, the Company or the Operating Partnership shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice and (ii) pay the Adviser the Termination Fee before or on the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Adviser is unfair, the Adviser shall have the right to renegotiate such compensation by delivering to the Company and the Operating Partnership, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Operating Partnership (represented by the Independent Directors) and the Adviser shall endeavor to negotiate in good faith the revised compensation payable to the Adviser under this Agreement, provided that the Adviser and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Adviser within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Adviser hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company, the Operating Partnership and the Adviser agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company, the Operating Partnership and the Adviser are unable to agree to the terms of the revised compensation to be payable to the Adviser during such 60-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. For the avoidance of doubt, in the event that the Company terminates or ceases to be a party to this Agreement, the Agreement shall be null and void (other than Sections 18 through 22 hereof), including with respect to the Operating Partnership. In recognition of the level of the upfront effort required by the Adviser to originate the Investments of the Company and the Operating Partnership and the commitment of resources by the Adviser, in the event that this Agreement is terminated in accordance with the provisions of Section 15(a) of this Agreement, unless terminated for cause the Company or the Operating Partnership shall pay to the Adviser, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of the average annual Management Fee earned by the Adviser during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company and the Operating Partnership to pay the Termination Fee shall survive the termination of this Agreement.No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Adviser on the one hand or the Company and the Operating Partnership on the other hand may deliver written notice to the other side informing it of such party’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. Neither the Company nor the Operating Partnership is required to pay to the Adviser the Termination Fee if the Adviser terminates this Agreement pursuant to this Section 15(c).If this Agreement is terminated pursuant to Section 15, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 18 through 22 of this Agreement shall survive termination of this Agreement.TERMINATION BY THE PARTIES FOR CAUSE.

(a) The Company or the Operating Partnership may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Company or the Operating Partnership to the Adviser, without payment of any Termination Fee, if (i) the Adviser, its agents or its assignees materially breaches any provision of this Agreement and such breach shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after written notice of such breach if the Adviser takes steps to cure such breach within 30 days of the written notice), (ii) the Adviser engages in any act of fraud, misappropriation of funds, or embezzlement

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against the Company or any subsidiary, (iii) there is an event of any gross negligence on the part of the Adviser in the performance of its duties under this Agreement, (iv) there is a commencement of any proceeding relating to the Adviser’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Adviser authorizing or filing a voluntary bankruptcy petition, (v) there is a dissolution of the Adviser or (vi) the Adviser is convicted of (including a plea of nolo contendere) a felony. For the avoidance of doubt, in the event that the Company terminates or ceases to be a party to this Agreement, the Agreement shall be null and void (other than Sections 18 through 22 hereof), including with respect to the Operating Partnership.

(b) The Adviser may terminate this Agreement effective upon 60 days’ prior written notice of termination to the Company and the Operating Partnership in the event that the Company or the Operating Partnership shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period. The Company or the Operating Partnership is required to pay to the Adviser the Termination Fee if the termination of this Agreement is made pursuant to this Section 16(b).

(c) The Adviser may terminate this Agreement, without payment of any Termination Fee, in the event the Company becomes regulated as an “investment company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event.

The provisions of Sections 18 through 22 shall survive termination of this Agreement.

17. ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Adviser to an Affiliate of the Adviser with the approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval of the Adviser, except in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change of Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser.

18. PAYMENTS TO AND DUTIES OF ADVISER UPON TERMINATION.

(a) After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company and the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement.

(b) The Adviser shall promptly upon termination:

(i) pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

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(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(iii) deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Adviser; and

(iv) cooperate with, and take all reasonable actions requested by, the Company and Board in making an orderly transition of the advisory function.

19. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership shall indemnify and hold harmless the Adviser and its Affiliates, including their respective officers, managers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the fullest extent possible without such indemnification being inconsistent with the laws of the State of Maryland or the Charter.

20. INDEMNIFICATION BY ADVISER. The Adviser shall indemnify and hold harmless each of the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

21. NON-SOLICITATION. During the term of this Agreement and in the event of a termination without Cause of this Agreement by the Company pursuant to Section 15(c) hereof, for two (2) years after the Termination Date, the Company shall not, without the consent of the Adviser, employ or otherwise retain any employee of the Adviser or any of its Affiliates or any person who has been employed by the Adviser or any of its Affiliates at any time within the two (2) year period immediately preceding the date on which such person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the Adviser may be entitled to equitable relief for any violation of this Section 21 by the Company, including, without limitation, injunctive relief.

22. INITIAL INVESTMENT. Within twelve months of the Company Commencement Date, the Adviser or its Affiliate will commit to invest an aggregate of $150,000,000 (the “Initial Investment”) into any class of Shares at a per share purchase price equal to the most recently determined “transaction price” (as defined in the Memorandum) per Share; provided, however, that if the Company has not determined a transaction price as of the date of the Initial Investment, the purchase price will equal $25.00 per Share of each class. Notwithstanding anything herein to the contrary, the Adviser or its Affiliate agrees that the Adviser or its Affiliate will hold the Shares issued to the Adviser or its Affiliate representing its initial $200,000 of investment for so long as the Adviser or its Affiliate acts in an advisory capacity to the Company. Further, for the avoidance of doubt, the Adviser or its Affiliate will not be required to acquire additional Shares in the event that the net asset value of those Shares initially acquired falls below $200,000 at any time after such initial acquisition. The Adviser or its affiliate may not request that any of the Shares purchased with the Initial Investment be repurchased by the Company pursuant to the Company’s share purchase program until the earlier of the fifth anniversary of the date that the affiliate made such commitment and the date that the Company’s aggregate NAV is at least $1.5 billion, and any such repurchase request may be accepted only after all requests from unaffiliated stockholders first have been fulfilled. Neither Invesco, the Adviser, nor their Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding (i) the removal of Invesco Advisers, Inc. or its Affiliates as the Adviser, (ii) the removal of any member of the Board who is affiliated with Invesco or (iii) any transaction by and between the Company and the Adviser, a member of the Board or any of their Affiliates.

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23. MISCELLANEOUS.

(a) Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by courier or overnight carrier, by registered or certified mail, by electronic mail or posted on a password protected website maintained by the Adviser and for which the Company has received access instructions by electronic mail, when posted, using the contact information set forth herein:

The Company:	Invesco Commercial Real Estate Finance Trust, Inc.
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher B. Fischer
	Email: chris.fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson Gallegos
	Email: WGallegos@mayerbrown.com
The Operating Partnership:	Invesco Commercial Real Estate Finance Investments, LP
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher B. Fischer
	Email: chris.fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson Gallegos
	Email: WGallegos@mayerbrown.com
The Adviser:	Invesco Advisers, Inc.
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher B. Fischer
	Email: chris.fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson Gallegos
	Email: WGallegos@mayerbrown.com

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Any party may at any time give notice in writing to the other parties of a change in its address for the purposes of this Section 23(a).

(b) Modification. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

(c) Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(d) Governing Law; Exclusive Jurisdiction; Jury Trial. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE CONTRARY. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(e) Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

(f) Indulgences, Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(g) Gender; Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

(h) Headings. The titles and headings of Sections and Subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

(i) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

Invesco Commercial Real Estate Finance Trust, Inc.
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Chief Operating Officer
Invesco Commercial Real Estate Finance Investments, LP
By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner
By: Invesco Commercial Real Estate Finance Trust, Inc., its sole member
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Chief Operating Officer
Invesco Advisers, Inc.
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Vice President

Signature Page to the Amended and Restated Advisory Agreement

Appendix A

Performance Fee Calculations

The Performance Fee payable by the Company to the Adviser with respect to the Company’s Class D Common Shares, Class I Common Shares and Class S Common Shares shall be calculated as follows:

With respect to each such class of Common Shares, the Performance Fee will be an amount equal to 10% of the Company’s “Performance Fee Income” for each calendar year allocable to such class of Common Shares, based on the calculation of each class’s relative percentage of aggregate NAV during the applicable period. No Performance Fee will be payable with respect to any class of Common Shares in any calendar year in which the Company posts a negative “Total Return Per Share” for such calendar year for such class of Common Shares.

For purposes of the foregoing, the following definitions shall apply:

“Performance Fee Income” with respect to each class of Common Shares subject to a Performance Fee means the calculation of net income (determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”)) allocable to such class of Common Shares adjusted as follows:

(i) (A) prior to the Organization and Offering Expense Commencement Date, net income shall exclude Organization and Offering Expenses advanced by the Adviser during the relevant period and (B) prior to the Operating Expense Commencement Date, net income shall exclude Operating Expenses (including Borrowing Costs) advanced by the Adviser during the relevant period.

(ii) after the Organization and Offering Expense Commencement Date and the Operating Expense Commencement Date, as applicable, the calculation of net income shall include: (A) Organization and Offering Expenses previously advanced by the Adviser that were repaid by the Company during the calendar year period (or partial period); (B) Operating Expenses (including Borrowing Costs) previously advanced by the Adviser that were repaid by the Company during the calendar year period (or partial period); (C) Organization and Offering Expenses incurred on or after the Organization and Offering Expense Commencement Date, with the exception of upfront Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees incurred during the calendar year period (or partial period); and (D) Operating Expenses (including Borrowing Costs) incurred on or after the Operating Expense Commencement Date during the calendar year period (or partial period).

“Total Return Per Share” shall mean, with respect to any calendar year and with respect to any class of Common Shares, an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of Common Shares since the beginning of the calendar year plus (ii) the change in NAV per Share of such class of Common Shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for Performance Fees with respect to such class of Common Shares or (z) any applicable Stockholder Servicing Fees.

EX-10.2

Exhibit 10.2

Execution Version

INVESCO COMMERCIAL REAL ESTATE

FINANCE INVESTMENTS, LP,

as Borrower

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.,

as Guarantor

REVOLVING CREDIT AGREEMENT

BANK OF AMERICA, N.A.,

as Administrative Agent

BOFA SECURITIES, INC.,

as Sole Lead Arranger and Sole Bookrunner

May 10, 2023

TABLE OF CONTENTS

		Page
1.	DEFINITIONS		1
	1.01  Defined Terms		1
	1.02  Other Definitional Provisions		29
	1.03  Times of Day; Rates		30
	1.04  Accounting Terms		31
	1.05  Letter of Credit Amounts		32
2.	LOANS AND LETTERS OF CREDIT		32
	2.01  Revolving Credit Commitment		32
	2.02  Borrowings, Conversions and Continuations of Loans		32
	2.03  Minimum Loan Amounts		33
	2.04  Funding		33
	2.05  Interest		34
	2.06  Determination of Rate		34
	2.07  Letters of Credit		34
	2.08  Use of Proceeds and Letters of Credit		42
	2.09  Unused Commitment Fee		42
	2.10  Administrative Agent and Arranger Fees		42
	2.11  Letter of Credit Fees		42
	2.12  Computation of Interest and Fees		43
	2.13  [Reserved]		43
	2.14  Cash Collateral		43
	2.15  Defaulting Lenders		45
	2.16  Additional Guarantors		47
3.	PAYMENT OF OBLIGATIONS		49
	3.01  Notes		49
	3.02  Payment of Interest		49
	3.03  Payments of Obligation		50
	3.04  Mandatory Prepayment		52
	3.05  Voluntary Prepayments		52
	3.06  Reduction or Early Termination of Commitments		52
	3.07  Lending Office		53
4.	CHANGE IN CIRCUMSTANCES		53
	4.01  Taxes		53
	4.02  Illegality		58
	4.03  Inability to Determine Rate; Market Disruption		58
	4.04  Increased Costs Generally		60
	4.05  Compensation for Losses		62
	4.06  Mitigation Obligations; Replacement of Lenders		62
5.	SECURITY		63
	5.01  Liens and Security Interest		63
	5.02  Collateral Accounts; Capital Calls		63
	5.03  Approved Intermediary Collateral Documents		66
	5.04  Subordination of Claims		66

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6.	GUARANTY	67
	6.01  Guaranty of Payment	67
	6.02  Obligations Unconditional	67
	6.03  Modifications	68
	6.04  Waiver of Rights	68
	6.05  Reinstatement	68
	6.06  Remedies	68
	6.07  Subrogation	69
	6.08  Joint and Several Liability	69
7.	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	70
	7.01  Conditions to Initial Credit Extension	70
	7.02  All Loans and Letters of Credit	72
8.	REPRESENTATIONS AND WARRANTIES	73
	8.01  Organization and Good Standing of Borrower	73
	8.02  Organization and Good Standing of Initial Guarantor	73
	8.03  Organization and Good Standing of Other Loan Parties	74
	8.04  Authorization and Power	74
	8.05  No Conflicts or Consents	74
	8.06  Enforceable Obligations	74
	8.07  Priority of Liens	74
	8.08  Financial Condition	75
	8.09  Full Disclosure	75
	8.10  No Default	75
	8.11  No Litigation	75
	8.12  Material Adverse Change	75
	8.13  Taxes	75
	8.14  Jurisdiction of Formation; Principal Office	75
	8.15  ERISA Compliance	75
	8.16  Compliance with Law	76
	8.17  Hazardous Substances	76
	8.18  Insider	76
	8.19  Partnership Structure	76
	8.20  Capital Commitments and Contributions	76
	8.21  Terms of Guarantors and Approved Intermediaries; No Capital Call Termination Event	76
	8.22  Investor Documents	76
	8.23  Fiscal Year	77
	8.24  Investment Company Act	77
	8.25  Margin Stock	77
	8.26  Sanctions	77
	8.27  Anti-Corruption Laws	77
	8.28  Credit Facility	77
	8.29  No Defenses	77
	8.30  Affected Financial Institution	77
	8.31  Beneficial Ownership Regulation	77
9.	AFFIRMATIVE COVENANTS	78
	9.01  Financial Statements, Reports and Notices	78
	9.02  Payment of Taxes	81
	9.03  Maintenance of Existence and Rights	81
	9.04  Notice of Default	81

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	9.05  Other Notices	81
	9.06  Compliance with Loan Documents and Constituent Documents	82
	9.07  Books and Records; Access	82
	9.08  Compliance with Law	82
	9.09  Insurance	82
	9.10  Authorizations and Approvals	82
	9.11  Maintenance of Liens	82
	9.12  Further Assurances	82
	9.13  Investor Financial and Rating Information	83
	9.14  Maintenance of REIT Status	83
	9.15  Anti-Corruption Laws; Sanctions	83
	9.16  Capital Calls	83
10.	NEGATIVE COVENANTS	83
	10.01  Mergers, Dissolution, Jurisdiction of Formation	83
	10.02  Negative Pledge	84
	10.03  Fiscal Year and Accounting Method	84
	10.04  Constituent Documents	84
	10.05  Transfer or Redemption of Interests, or Admission of, Investors	85
	10.06  Capital Commitments	86
	10.07  ERISA Compliance	86
	10.08  Environmental Matters	86
	10.09  Limitations on Dividends and Distributions	86
	10.10  Limitation on Debt	87
	10.11  Limitation on General Partner	87
	10.12  Limitation on Guarantor Transfers	87
	10.13  Limitation on Guarantor Investments	87
	10.14  Withdrawals from Collateral Account	87
	10.15  Sanctions	87
	10.16  Anti-Corruption Laws	87
11.	EVENTS OF DEFAULT	88
	11.01  Events of Default	88
	11.02  Remedies Upon Event of Default	90
	11.03  Performance by Administrative Agent	91
	11.04  Application of Funds	91
12.	ADMINISTRATIVE AGENT	92
	12.01  Appointment and Authority	92
	12.02  Rights as a Lender	92
	12.03  Exculpatory Provisions	92
	12.04  Reliance by Administrative Agent	93
	12.05  Delegation of Duties	94
	12.06  Resignation of Administrative Agent	94
	12.07  Non-Reliance on Administrative Agent and Other Lenders	95
	12.08  No Other Duties, Etc.	96
	12.09  Administrative Agent May File Proofs of Claim	96
	12.10  Collateral and Guaranty Matters	96
	12.11  Certain ERISA Matters	97
13.	MISCELLANEOUS	98
	13.01  Amendments	98
	13.02  Right of Setoff	100

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13.03  Sharing of Payments by Lenders	100
13.04  Payments Set Aside	101
13.05  No Waiver; Cumulative Remedies; Enforcement	101
13.06  Expenses; Indemnity; Damage Waiver	102
13.07  Notices	103
13.08  Governing Law	105
13.09  WAIVER OF JURY TRIAL	106
13.10  Invalid Provisions	107
13.11  Successors and Assigns	107
13.12  Replacement of Lenders	111
13.13  Maximum Interest	112
13.14  Headings	112
13.15  Survival of Representations and Warranties	112
13.16  Limited Liability of Investors	112
13.17  Recourse	113
13.18  Confidentiality	113
13.19  USA Patriot Act; KYC Notice	113
13.20  No Advisory or Fiduciary Responsibility	114
13.21  Electronic Execution of Assignments and Certain Other Documents	114
13.22  Acknowledgement and Consent to Bail-In of Affected Financial Institutions	115
13.23  Counterparts; Integration; Effectiveness	115
13.24  ENTIRE AGREEMENT	116
13.25  Acknowledgment Regarding Any Supported QFCs	116

SCHEDULES
SCHEDULE 1.01	Commitments
SCHEDULE 2.01	Baseline Net Worth
SCHEDULE 13.07	Addresses

EXHIBITS
EXHIBIT A:	Schedule of Investors
EXHIBIT B:	Revolving Credit Note
EXHIBIT C:	Loan Notice
EXHIBIT D:	Request for Letter of Credit
EXHIBIT E:	Security Agreement
EXHIBIT F:	Assignment of Account
EXHIBIT G:	[Reserved]
EXHIBIT H:	[Reserved]
EXHIBIT I:	Assignment and Assumption
EXHIBIT J:	Compliance Certificate
EXHIBIT K:	Forms of U.S. Tax Compliance Certificates
EXHIBIT L:	Form of Joinder Agreement
EXHIBIT M:	[Reserved]
EXHIBIT N:	Borrowing Base Certificate
EXHIBIT O:	Borrower’ Instruction Certificate / Remittance Instructions
EXHIBIT P:	Notice of Loan Prepayment

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REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT is dated as of May 10, 2023, by and among INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“Borrower”), INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., a Maryland corporation (“Initial Guarantor” and, collectively with any other Person that becomes a guarantor hereunder pursuant to Section 2.16 hereof, “Guarantors” and each, a “Guarantor”), and BANK OF AMERICA, N.A., a national banking association (in its individual capacity, “Bank of America”), as administrative agent (together with any successor appointed pursuant to Section 12 below, the “Administrative Agent”) for the Lenders (as hereinafter defined) and the Letter of Credit Issuer, and the Lenders.

A. Borrower and Initial Guarantor have requested that Lenders make loans and cause the issuance of letters of credit for the principal purposes of providing working capital to Loan Parties; financing the costs and other expenses to be incurred by Loan Parties in connection with making investments permitted under the applicable Constituent Documents; and financing the costs of other undertakings by Loan Parties permitted under the applicable Constituent Documents.

B. Lenders are willing to lend funds and to cause the issuance of letters of credit upon the terms and subject to the conditions set forth in this Credit Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. DEFINITIONS.

1.01 Defined Terms. For the purposes of this Credit Agreement, unless otherwise expressly defined, the following terms shall have the respective meanings assigned to them in this Section 1 or in the Section or recital referred to:

“Accommodation Shareholder” means any shareholder of Initial Guarantor holding Preferred Shares (as defined in the REIT Governing Documents) that funded 100% of such Preferred Shares at the time of its initial investment in Initial Guarantor.

“Additional Guarantor Collateral Account” is defined in Section 5.02(a)(ii).

“Adequately Capitalized” means compliance with the capital standards for bank holding companies as described in the Bank Holding Company Act of 1956, as amended, and regulations promulgated thereunder.

“Administrative Agent” means Bank of America until the appointment of a successor administrative agent pursuant to the terms of this Credit Agreement and, thereafter, shall mean such successor administrative agent.

“Administrative Agent’s Office” means Administrative Agent’s address as set forth on Schedule 13.07, or such other address or, as appropriate, account as Administrative Agent may from time to time notify Borrower and the Lenders.

“Advisory Agreement” means that certain Amended and Restated Advisory Agreement among Initial Guarantor, Borrower and Invesco Advisers, Inc. dated as of January 29, 2020, as the same may be amended, restated, modified or supplemented from time to time.

“Affected Financial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

“Affiliate” of any Person means a specified Person that, directly or indirectly, Controls or is Controlled By, or is Under Common Control With, such Person.

“Annual Valuation Period” means the “annual valuation period” as defined in 29 C.F.R. §2510.3-101(d)(5) as determined for each Loan Party and Approved Intermediary, as applicable.

“Applicable Margin” means, with respect to interest rate spreads and letter of credit fees, the Applicable Margin set forth in the table below that corresponds to the applicable Type of Loan or Letter of Credit:

	Applicable Margin
Base Rate Loan (if applicable pursuant to Sections 4.02 or 4.03)		1.00	%
Term Rate Loan and Daily SOFR Loan		2.00	%
Letter of Credit		2.00	%

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate amount of Lenders’ Commitments represented by the amount of such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15. If the commitment of each Lender to make Loans and the obligation of the Letter of Credit Issuer to make L/C Credit Extensions have been terminated pursuant to Section 11.02 or if the Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.01 (or a replacement Schedule 1.01 issued by Administrative Agent from time to time to the extent new Lenders become party hereto or the Commitments of Lenders change) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Requirement” means, for any Included Investor that is (or whose Credit Provider, if applicable, is): (a) a Bank Holding Company, Adequately Capitalized status or better and a Rating of BBB-/Baa3 or higher; (b) an insurance company, a Best’s Rating of A- or higher and a Rating of BBB-/Baa3 or higher; (c) an ERISA Investor, or the trustee or nominee of an ERISA Investor, in addition to the Sponsor’s Rating of BBB-/Baa3 or higher, a minimum Funding Ratio for the pension fund based on the Rating of the Sponsor of the pension fund as follows:

Sponsor Rating	Minimum Funding Ratio
A-/A3 or higher	No minimum
BBB-/Baa3	90%

2

(d) a Governmental Plan Investor, or the Responsible Party with respect to such Governmental Plan Investor, in addition to the Responsible Party’s Rating of BBB-/Baa3 or higher, a minimum Funding Ratio for the pension fund based on the Rating of the Responsible Party as follows:

Responsible Party Rating	Minimum Funding Ratio
A-/A3 or higher	No minimum
BBB-/Baa3	90%

and (e) otherwise a Rated Investor, a Rating of BBB-/Baa3 or higher.

The first Rating indicated in each case above is the S&P Rating and the second Rating indicated in each case above is the Moody’s Rating. In the event that the Ratings are not equivalent, the Applicable Requirement shall be based on the lowest of the Ratings. If any Person has only one (1) Rating, then that Rating shall apply.

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, that is administered or managed by: (a) a Lender; (b) an Affiliate of a Lender; or (c) an entity or an Affiliate of an entity that administers or manages a Lender; provided that any fund or hedge fund that invests principally in real estate or real estate loans or any Affiliate thereof shall not be an Approved Fund.

“Approved Intermediary” means any Person in the organizational structure of Borrower or of a Guarantor, as applicable, that is interposed between an Investor and Borrower or such Guarantor, as applicable, whose organizational structure and Intermediary Constituent Documents shall be reasonably acceptable to Administrative Agent and such Person shall be designated as an “Approved Intermediary” hereunder in a writing signed by the Administrative Agent and each Loan Party.

“Approved Intermediary Collateral Account” is defined in Section 5.02(b) hereof.

“Arranger” means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner.

“Assignee” is defined in Section 13.11(b).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.11(b)(iii)), and accepted by Administrative Agent, in substantially the form of Exhibit I or any other form (including electronic documentation generated by use of an electronic platform) approved by Administrative Agent.

“Assignment of Account” means an assignment of a Collateral Account in substantially the form of Exhibit F attached hereto, or any assignment of a Collateral Account or charge over a Collateral Account in form and substance otherwise satisfactory to Administrative Agent (with such modifications, in any such case, as may be necessary for delivery thereof by an Approved Intermediary).

“Attributable Indebtedness” means, on any date: (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP; and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Auto-Extension Letter of Credit” is defined in Section 2.07(b)(iii).

“Availability Period” means the period commencing on the Closing Date and ending on the Maturity Date.

3

“Available Cash” means the amount of cash of Guarantors that General Partner determines in its good faith judgment to be available for a particular purpose (which determination may take into account repayment of current and future expenses of Guarantors relating to scheduled and unscheduled debt repayments (including, as applicable, the Obligations) and current and anticipated distributions).

“Available Loan Amount” means, at any time, the lesser of: (a) the Maximum Commitment; or (b) 90% of the Unfunded Commitments of the Included Investors.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Holding Company” means a “bank holding company” as defined in Section 2(a) of the Bank Holding Company Act of 1956, as amended, or a non-bank subsidiary of such bank holding company.

“Bank of America” is defined in the preamble to this Credit Agreement.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of: (a) the Federal Funds Rate plus 50 basis points (0.50%); (b) the Prime Rate for such day; and (c) 100 basis points (1.00%).

“Base Rate Loan” means a Loan that bears interest based on the Base Rate, solely under the circumstances described in Section 4.02 or Section 4.03.

“Baseline Net Worth” is defined in clause (l) of the definition of “Exclusion Event” herein.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. §1010.230.

“Best’s Rating” means a “Best’s Rating” by A.M. Best Company.

“BHC Act Affiliate” is defined in Section 13.25(b).

“Borrower” is defined in the first paragraph hereof.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type of Loan and, in the case of Term Rate Loans, having the same Interest Period, made by each of the Lenders.

“Borrowing Base Certificate” means a certificate setting forth the calculation of the Available Loan Amount in the form of Exhibit N.

4

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the Laws of, or are in fact closed in, the State of Texas or, and, if such day relates to any Term SOFR Loan or Daily SOFR Loan, in New York City.

“Capital Call” means a call upon all or any of the Investors for payment of all or any portion of their Unfunded Commitments.

“Capital Call Notice” means any notice sent to an Investor for the purpose of making a Capital Call.

“Capital Call Termination Event” means, (a) with respect to the Initial Guarantor, the occurrence of any event, in accordance with the REIT Governing Documents, or (b) with respect to any other Guarantor or any Approved Intermediary, as applicable, the occurrence of any event, in accordance with the applicable Governing Agreement (or other Constituent Document) of such Guarantor, such Approved Intermediary or otherwise (in each case including, without limitation, as a result of any provision in any Side Letter), in each case of the preceding clause (a) or clause (b) that, unless waived or cured, could result in the termination of the ability (of the applicable General Partner or Administrative Agent in the name of the General Partner, as the case may be) to make Capital Calls on the Investors for the repayment of the Obligations (including, without limitation, the termination of the Commitment Period (as defined in the Initial Guarantor’s Subscription Agreements)); provided that an Exclusion Event that could result in the termination of the ability (of the applicable General Partner or Administrative Agent in the name of the Initial Guarantor or General Partner, as the case may be) to make Capital Calls on any individual Investor (but not Investors as a whole), shall not be deemed a Capital Call Termination Event.

“Capital Commitment” means, for any Investor, its “Capital Commitment” as defined in the applicable Subscription Agreement (with respect to Initial Guarantor) or in the Constituent Documents of any other Guarantor or Approved Intermediary, as applicable.

“Capital Contribution” means, for any Investor, any contribution of capital made to the applicable Guarantor or Approved Intermediary in response to a Capital Call.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateral” shall have a meaning correlative to the definition of “Cash Collateralize” below and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of one (1) or more of the Secured Parties, as collateral for the Letter of Credit Obligations or obligations of Lenders to fund participations in respect of Letters of Credit, cash or deposit account balances, or, if Administrative Agent and the Letter of Credit Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to: (a) Administrative Agent; and (b) the Letter of Credit Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Control Event” shall occur if, on any date of determination: (a) an Event of Default has occurred and is continuing; or (b) a Potential Default related to Section 11.01(a), Section 11.01(h) or Section 11.01(i) has occurred and is continuing (including, for the avoidance of doubt, with respect to a Potential Default related to Section 11.01(a), when the Principal Obligation exceeds the Available Loan Amount and such deficiency has not been cured).

5

“Change in Law” means the occurrence, after the date of this Credit Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary: (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith; and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any one (1) or more of the following events: (a) General Partner shall be removed as the sole general partner of, or shall cease to be the sole general partner of Borrower; (b) the general partner, manager or similar responsible entity (if any) of any Guarantor (other than Initial Guarantor) or Approved Intermediary shall be removed as the responsible entity of, or shall cease to be the sole general partner of, such Guarantor or Approved Intermediary, as applicable (in each case unless replaced by a responsible entity reasonably acceptable to Administrative Agent); (c) Initial Guarantor shall cease to Control Borrower or cease to own a majority of equity interests of Borrower; or (d) Invesco Advisers, Inc., a Delaware corporation and the investment adviser to Initial Guarantor, shall cease to serve as investment adviser to Initial Guarantor (unless replaced by an investment adviser reasonably acceptable to Administrative Agent).

“Closing Date” means the date on which all of the conditions precedent set forth in Section 7.01 are satisfied or waived.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Uniform Commercial Code as adopted in the State of New York and any other state, which governs creation or perfection (and the effect thereof) of security interests in any collateral for the Obligations.

“Collateral” means the Collateral as defined in the Collateral Documents.

“Collateral Accounts” is defined in Section 5.02(b) hereof.

“Collateral Documents” means the security agreements, financing statements, assignments, and other documents and instruments from time to time executed and delivered pursuant to this Credit Agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of Administrative Agent for the benefit of the Secured Parties, each as amended or supplemented from time to time, including, without limitation, the Security Agreement, the Assignment of Account and any Control Agreement.

“Commitment” means, as to each Lender, its obligation to: (a) advance Loans to Borrower pursuant to Section 2.01; and (b) purchase risk participations in Letters of Credit; in an aggregate principal amount at any one (1) time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

6

“Communication” is defined in Section 13.21(b).

“Competitor” means any fund or hedge fund that invests principally in real estate or real estate loans or any affiliate thereto, other than the Loan Parties and their Affiliates.

“Compliance Certificate” is defined in Section 9.01(c).

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, Daily Simple SOFR, Term SOFR or any proposed Successor Rate, as applicable, any conforming changes to the definitions of “Base Rate”, “Daily Simple SOFR,” “Term SOFR” “SOFR”, or “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of Administrative Agent, to reflect the adoption and implementation of such applicable rate, and to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as Administrative Agent determines is reasonably necessary in connection with the administration of this Credit Agreement and any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Constituent Documents” means, for any entity, its constituent or organizational documents, including: (a) in the case of any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time; (b) in the case of any limited liability company, the articles or certificate of formation and its operating agreement or limited liability company agreement; and (c) in the case of a corporation, the certificate or articles of incorporation and its bylaws; and including, in the case of the preceding clauses (a), (b) and (c), any Side Letters entered into pursuant to the terms of the applicable documentation referenced in any such clause.

“Control” and the correlative meanings of the terms “Controlled By” and “Under Common Control With” mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or partnership interests, or of the ability to exercise voting power by contract or otherwise.

“Control Agreement” means a deposit account control agreement among a Guarantor or an Approved Intermediary, as applicable, Administrative Agent and the applicable depository bank, in form and substance reasonably acceptable to Administrative Agent, as the same may be amended, supplemented or modified from time to time.

“Credit Agreement” means this Revolving Credit Agreement, of which this Section 1 forms a part, together with all amendments, modifications, and restatements hereof, and supplements and attachments hereto.

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“Credit Extension” means each of the following: (a) a Borrowing (including any conversion or continuation of any Borrowing); and (b) an L/C Credit Extension.

“Credit Link Documents” means such financial information and documents as may be requested by Administrative Agent in its sole but good faith discretion, to reflect and connect the relevant or appropriate credit link or credit support of a Sponsor, Credit Provider or Responsible Party, as applicable, to the obligations of the applicable Investor to make Capital Contributions, which may include a written guaranty or such other acceptable instrument determined by Administrative Agent in its sole but good faith discretion as to whether the applicable Investor satisfies the Applicable Requirement based on the Rating or other credit standard of its Sponsor, Credit Provider or Responsible Party, as applicable.

“Credit Provider” means a Person providing Credit Link Documents, in form and substance reasonably acceptable to Administrative Agent, of the obligations of an Included Investor to make Capital Contributions to a Guarantor or an Approved Intermediary, as applicable. The Credit Provider for Invesco Realty, Inc. will be Invesco, Ltd.

“Daily Simple SOFR” with respect to any applicable determination date means SOFR determined for such date. Notwithstanding anything to the contrary contained herein, to the extent that, at any time, Daily Simple SOFR shall be less than the Floor, Daily Simple SOFR shall be deemed to be the Floor for purposes of the Loan Documents.

“Daily SOFR” means, for any day, the per annum rate equal to Daily Simple SOFR for such day plus the Daily SOFR Adjustment.

“Daily SOFR Adjustment” means 0.10% (10 basis points).

“Daily SOFR Loan” means a Loan made hereunder with respect to which the interest rate is calculated by reference to Daily SOFR.

“Debtor Relief Laws” means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, fraudulent conveyance, reorganization, or similar laws affecting the rights, remedies, or recourse of creditors generally, including without limitation the United States Bankruptcy Code and all amendments thereto, as are in effect from time to time during the term of the Loans.

“Default Rate” means, on any day, a per annum rate equal to the lesser of: (a)(i) with respect to overdue Principal Obligations and interest, the interest rate applicable to the Type of Loan to which the related Principal Obligation is attributable (including, for the avoidance of doubt, the Applicable Margin), plus 2%; or (ii) with respect to any other overdue amount, the Base Rate in effect on such day, plus the Applicable Margin for Base Rate Loans, plus 2%; or (b) the Maximum Rate.

“Defaulting Investor” is defined in the definition of “Exclusion Event” herein.

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that: (a) has failed to: (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to Administrative Agent, the Letter of Credit Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due; (b) has notified Borrower, Administrative Agent or the Letter of Credit Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any

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applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has: (i) become the subject of a proceeding under any Debtor Relief Law; (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; (iii) become the subject of a Bail-In Action; provided that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one (1) or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by Administrative Agent in a written notice of such determination, which shall be delivered by Administrative Agent to Borrower, the Letter of Credit Issuer and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one (1) transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two (2) or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Dollars” and the sign “$” mean lawful currency of the United States of America.

“EEA Financial Institution” means: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy” is defined in Section 13.21(b).

“Electronic Record” is defined in Section 13.21(b).

“Electronic Signature” is defined in Section 13.21(b).

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 13.11(b)(v) (subject to such consents, if any, as may be required under Section 13.11(b)(iii)); provided that any fund or hedge fund that invests principally in real estate or real estate loans or any Affiliate thereof shall not be an Eligible Assignee.

“Environmental Complaint” means any complaint, order, demand, citation or notice threatened or issued in writing to Borrower by any Person with regard to air emissions, water discharges, Releases, or disposal of any Hazardous Material, noise emissions or any other environmental, health or safety matter (to the extent related to exposure to Hazardous Materials) affecting Borrower or any of Borrower’s Properties.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws (including common law), regulations, standards, ordinances, rules, judgments, interpretations, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the environment or human health (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of Borrower, any other Loan Party or any of their respective Subsidiaries, directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Lien” means a Lien in favor of any Governmental Authority: (a) under any Environmental Law; or (b) for any liability or damages arising from, or costs incurred by, any Governmental Authority in response to the Release or threatened Release of any Hazardous Material.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Loan Party or any Approved Intermediary within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Investor” means an Investor that is (a) an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) subject to Title I of ERISA, (b) any “plan” defined in and subject to Section 4975 of the Internal Revenue Code, or (c) a partnership or commingled account of a fund, or any other entity, whose assets include or are deemed to include Plan Assets.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” is defined in Section 11.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case: (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which: (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 13.12); or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 4.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office; (c) Taxes attributable to such Recipient’s failure to comply with Section 4.01(e); and (d) any Taxes imposed pursuant to FATCA.

“Exclusion Event” means the occurrence, with respect to any Included Investor or, if applicable, the Sponsor, Responsible Party, or Credit Provider of such Included Investor (such Investor hereinafter referred to as a “Defaulting Investor”), of any of the following events:

(a) such Included Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable) shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, or liquidator of itself or of all or a substantial part of its assets; (ii) file a voluntary petition as debtor in bankruptcy or admit in writing that it is unable to pay its debts as they become due; (iii) make a general assignment for the benefit of creditors; (iv) file a petition or answer seeking reorganization or an arrangement with creditors or take advantage of any Debtor Relief Laws; (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding; or (vi) take any personal, partnership, limited liability company, corporate or trust action, as applicable, for the purpose of effecting any of the foregoing;

(b) (i) the commencement of any proceeding under any Debtor Relief Laws relating to such Included Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable) or all or any material part of its respective property is instituted without the consent of such Person; or (ii) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking such Included Investor’s (or its Sponsor’s, Responsible Party’s or Credit Provider’s, as applicable) reorganization or liquidation, or appointing

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a receiver, custodian, trustee, intervenor, liquidator, administrator or similar entity, of such Person or of all or substantially all of its assets; provided, however, that if any such proceeding referenced in clause (i) is dismissed within 60 days, such Investor will be automatically reinstated as an Included Investor, so long as no other Exclusion Event then applies (and if any such proceeding is stayed, such Investor will also be automatically reinstated as an Included Investor, but re-commencement of the proceeding will constitute an Exclusion Event under clause (i));

(c) any final judgment(s) for the payment of money which in the aggregate exceed 15% of the net worth of such Included Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable) shall be rendered against such Person, other than any judgment as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such claim in writing or has acknowledged in writing its willingness to defend any such claim under a reservation of rights, and provided such insurer has not further issued a denial of coverage, and such judgment or judgments shall not be satisfied or discharged at least ten (10) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgment;

(d) such Included Investor shall repudiate, challenge, or declare unenforceable its obligation to make contributions to the capital of the applicable Guarantor or Approved Intermediary, as applicable, pursuant to its Capital Commitment or a Capital Call Notice; shall otherwise disaffirm any material provision of its Subscription Agreement or the Governing Agreement, or its payment obligations to make contributions to the capital of the applicable Guarantor under any of such documents shall be or become unenforceable, or its Sponsor, Responsible Party or Credit Provider, as applicable, shall take such action with respect to its obligations under any Credit Link Document;

(e) such Investor shall fail to make a contribution to the capital of the applicable Guarantor or Approved Intermediary, as applicable, within five Business Days of the date required pursuant to the Capital Call Notice (without regard to any cure or notice periods);

(f) any representation or warranty relating to such Included Investor’s obligation to make contributions to the capital of the applicable Guarantor or otherwise materially and adversely affecting the rights of the Lenders under the Loan Documents, the applicable Governing Agreement or its Subscription Agreement shall prove to be untrue or inaccurate in any material respect, as of the date on which such representation or warranty is made, and such Person shall fail to cure the adverse effect of the failure of such representation or warranty within thirty (30) days after written notice thereof is delivered by Administrative Agent to the applicable Guarantor or Approved Intermediary, as applicable, and to such Person;

(g) such Included Investor shall issue a Redemption Notice or shall otherwise redeem its Subscribed Interest in, or transfer its Unfunded Commitment to, any Guarantor or Approved Intermediary, as applicable; provided, however, that if less than all of such Investor’s Subscribed Interest is subject to any such Redemption Notice or if less than all of such Investor’s Unfunded Commitment is transferred or assigned, only such portion as is subject to such Redemption Notice, or is transferred or assigned, as applicable, shall be subject to exclusion from the calculation of Available Loan Amount;

(h) such Included Investor (i) shall withdraw, retire or resign from any Guarantor or Approved Intermediary, as applicable, or its Subscribed Interest is redeemed, forfeited or otherwise repurchased by the applicable Guarantor or Approved Intermediary, as applicable; or (ii) shall be required by the General Partner to withdraw from any Guarantor or Approved Intermediary, as applicable, pursuant to the terms of the applicable Governing Agreement or the REIT Governing

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Documents, as applicable; provided, however, that if less than all of such Investor’s Subscribed Interest is redeemed, forfeited, withdrawn or otherwise repurchased by the applicable Guarantor or Approved Intermediary, as applicable, only such portion as is redeemed, forfeited, withdrawn or repurchased, as applicable, shall be subject to exclusion from the calculation of Available Loan Amount;

(i) default shall occur in the performance by such Included Investor of any of the material covenants or agreements contained in its Subscription Agreement or the Governing Agreement (except, in each case, as otherwise specifically addressed in this definition of “Exclusion Event,” in which case no grace period beyond any provided for herein shall apply), in each case relating to such Investor’s obligation to make contributions to the capital of the applicable Guarantor or otherwise materially and adversely affecting the rights of Administrative Agent, the Letter of Credit Issuer or Lenders under the Loan Documents, and such default shall continue uncured to the satisfaction of Administrative Agent for a period of thirty (30) days after written notice thereof has been given by Administrative Agent to the applicable Guarantor and to such Included Investor;

(j) in the case of each Rated Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable), it shall fail to maintain its Applicable Requirement as required in the definition of “Applicable Requirement” above;

(k) in the case of each Included Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable), the occurrence of any circumstance or event which: (i) would reasonably be expected to have a material and adverse effect on the financial condition or business operations of such Included Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable); or (ii) would reasonably be expected to impair, impede or jeopardize, the obligation and the liability of such Included Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable) to fulfill its obligations under its Subscription Agreement, the applicable Governing Agreement or any Credit Link Document, or otherwise to materially and adversely affect the rights of Administrative Agent, the Letter of Credit Issuer or Lenders under the Loan Documents;

(l) in the case of each Investor that is designated as an Included Investor under clause (a)(ii) of the definition of “Included Investor,” it shall fail to maintain a net worth (determined in accordance with GAAP), measured at the end of each fiscal year of such Included Investor, of at least 75% of the net worth of such Included Investor (the “Baseline Net Worth”) as of: (i) the fiscal year which ended on or immediately prior to the Closing Date, if the Investor was an Included Investor (or was pre-approved as an Included Investor, pursuant to written agreement of Administrative Agent) on the Closing Date; or (ii) the fiscal year for which Administrative Agent has financial information which ended on or immediately prior to the date of its designation as an Included Investor (in the case not covered by clause (i) above) (the Baseline Net Worth for any Included Investors so designated will be set forth on Schedule 2.01, and if any Investors are so designated after the date of this Credit Agreement, an updated Schedule 2.01 shall be prepared by Administrative Agent and delivered to Borrower to replace the existing Schedule 2.01);

(m) if Administrative Agent is unable to obtain, from publicly-available sources, annual financial statements for any non-rated Included Investor for any fiscal year prior to the Maturity Date, reported on by independent public accountants to the extent applicable, such Included Investor shall fail, within thirty (30) days after written request from Borrower or Administrative Agent, to deliver such annual financial statements to Borrower or Administrative Agent as required by Administrative Agent to continue to designate such Investor as an Included Investor hereunder;

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(n) such Included Investor shall fail, within ten (10) days after written request from the applicable Guarantor or Approved Intermediary, as applicable, or Administrative Agent, to deliver the financial information to such Guarantor or Approved Intermediary, as applicable, in accordance with the applicable Governing Agreement, Subscription Agreement or Side Letter, as applicable; provided, however, that if such Investor subsequently delivers such financial information to Borrower, and provided further, that if such Investor is not subject to any other Exclusion Event, then such Investor shall automatically be reinstated as an Included Investor without any approval of or other action by Administrative Agent, Letter of Credit Issuer or Lenders;

(o) notice by the General Partner shall be delivered to such Included Investor exercising any redemption rights of any Guarantor or Approved Intermediary, as applicable, with respect to such Included Investor; provided, however, that if less than all of such Investor’s Subscribed Interest is subject to any such notice, then only such portion as is subject to such notice shall be subject to exclusion from the calculation of Available Loan Amount;

(p) [reserved];

(q) such Included Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable) becomes Subject to Sanctions, or, to any Loan Party’s, General Partner’s or Administrative Agent’s knowledge, such Investor’s funds to be used in connection with funding Capital Calls are derived from illegal or suspicious activities;

(r) such Included Investor amends its Side Letter in any way that Administrative Agent reasonably determines would materially impair Secured Parties’ rights in and to the Collateral;

(s) such Included Investor shall, if applicable, exercise any “most favored nations” election under its Side Letter and such election is determined in good faith by Administrative Agent to be a “material amendment” (as such term is used in Section 10.04) with respect to such Included Investor;

(t) in the case of all ERISA Investors, the assets of the applicable Loan Party in which such ERISA Investor holds equity that constitutes Plan Assets; or

(u) with respect to any Borrowing being used to fund an investment, such Included Investor is subject to any excuse right with respect to such investment.

“FASB ASC” means the Account Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or practices adopted to give effect to such intergovernmental agreement, treaty or convention.

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“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than 50 basis points (0.50%) per annum, such rate shall be deemed to be 50 basis points (0.50%) per annum for purposes of this Credit Agreement.

“Floor” means zero percent (0%).

“Foreign Lender” means: (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person; and (b) if Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Letter of Credit Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit Obligations other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funding Ratio” means: (a) for a Governmental Plan Investor, the actuarial present value of the assets of the plan over the actuarial present value of the plan’s total benefit liabilities, as reported in such plan’s most recent audited financial statements; and (b) for an ERISA Investor; (i) the fair market value of the plan’s assets as defined under Section 430(g)(3) of the Internal Revenue Code, unreduced for any prefunding balance or funding standard carryover balance as defined and provided for in Section 430(f) of the Internal Revenue Code; over (ii) the plan’s funding target, as defined under Section 430(d) of the Internal Revenue Code, without regard to the special at-risk rules of Section 430(i) of the Internal Revenue Code, with each value as reported on the most recently filed Schedule SB to the Form 5500 by such plan with the United States Department of Labor.

“GAAP” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, and that are consistently applied for all periods, after the date hereof, so as to properly reflect the financial position of the applicable Guarantor, except that any accounting principle or practice required to be changed by the Financial Accounting Standards Board (or other appropriate board or committee of the said Board) in order to continue as a generally accepted accounting principle or practice may be so changed.

“General Partner” means (a) with respect to Borrower, Invesco Commercial Real Estate Finance Trust Investments GP, LLC, a Delaware limited liability company; (b) with respect to Initial Guarantor, “General Partner” will be deemed to mean the Initial Guarantor acting for itself; and (c) with respect to any additional Guarantor or Approved Intermediary, as applicable, the general partner or managing member of such Person.

“Governing Agreement” means: (a) with respect to Initial Guarantor, collectively the Bylaws of Initial Guarantor and the Articles of Incorporation of Initial Guarantor dated as of October 26, 2022, including, without limitation, any Side Letters, as they may be amended, restated or supplemented from time to time in accordance with the terms hereof; (b) with respect to Borrower, that certain Agreement of Limited Partnership of Borrower dated as of October 28, 2022, as it may be amended, restated or supplemented from time to time in accordance with the terms hereof; (c) with respect to General Partner, that certain Limited Liability Company Agreement of General Partner dated as of October 28, 2022, it may be amended, restated or supplemented from time to time in accordance with the terms hereof; and (d) with respect to any additional Guarantor or any Approved Intermediary, as applicable, the limited partnership agreement, limited liability company agreement or articles of association of such additional Guarantor or Approved Intermediary, as applicable, including, without limitation, any Side Letters, as it may be amended, restated or supplemented from time to time in accordance with the terms hereof.

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“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Governmental Plan Investor” means an Investor that is a governmental plan as defined in Section 3(32) of ERISA.

“Guaranteed Obligations” is defined in Section 6.01.

“Guarantor” and “Guarantors” are each defined in the preamble hereto. “Guarantor Collateral Accounts” is defined in Section 5.02(a) hereof.

“Guarantor Obligation” means all obligations, liabilities and indebtedness of every nature of any Guarantor from time to time owing to Administrative Agent, the Letter of Credit Issuer or any Lender, under or in connection with this Credit Agreement or any other Loan Document.

“Guaranty Obligations” means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent: (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor; (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person; (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness; or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. Notwithstanding anything to the contrary in this definition, guaranties provided in connection with customary non-recourse Indebtedness for usual and customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, bankruptcy, insolvency, receivership or other similar events and other similar exceptions (so called “bad acts” carveout exceptions) shall not constitute Guaranty Obligations in connection herewith until a claim is made with respect thereto.

“Hazardous Material” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“HMT” means His Majesty’s Treasury (United Kingdom).

“Honor Date” is defined in Section 2.07(c)(i).

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

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“Included Investor” means an Investor: (a)(i) that has, or that has a Credit Provider that has, met the Applicable Requirement for an Included Investor and that has been approved by Administrative Agent in its reasonable discretion; or (ii) that has been so designated by Administrative Agent and all Lenders (each in its sole discretion) as an Included Investor; and (b) that has delivered to Administrative Agent the information and documents required under Section 10.05(d) each as confirmed in writing by Administrative Agent; provided that a Defaulting Investor shall no longer be an Included Investor until such time as all Exclusion Events affecting such Investor have been cured and such Investor shall have been approved as an Included Investor in the sole and absolute discretion of Administrative Agent, the Letter of Credit Issuer and all of the Lenders; except that after the occurrence of the Exclusion Event described in clause (b)(i) of the definition of Exclusion Event, such affected Investor will be automatically reinstated as an Included Investor if such proceeding is dismissed within 60 days. The inclusion of Invesco Realty, Inc. as an Included Investor will be subject to Administrative Agent’s receipt of a guaranty by Invesco, Ltd. of the obligations of Invesco Realty, Inc. to make Capital Contributions to Initial Guarantor, in form and substance satisfactory to Administrative Agent.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments;

(c) all net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) all indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Capital Leases and Synthetic Lease Obligations; and (g) all Guaranty Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” means: (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower arising under any Loan Document; and (b) to the extent not otherwise described in clause (a), Other Taxes.

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“Indemnitee” is defined in Section 13.06(b).

“Information” is defined in Section 13.18.

“Initial Guarantor” is defined in the preamble to this Credit Agreement.

“Initial Guarantor Collateral Account” is defined in Section 5.02(a)(i).

“Interest Payment Date” means, (a) as to any Term Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; and (b) as to any Base Rate Loan or Daily SOFR Loan, the last Business Day of each calendar month and the Maturity Date.

“Interest Period” means as to each Term Rate Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term Rate Loan and ending on the date one (1) month thereafter; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Stated Maturity Date.

“Intermediary Collateral Documents” means any security agreements, financing statements, assignments, acknowledgements (including, without limitation, the Subscription Acknowledgment and Undertaking), confirmations, and such other documents and instruments from time to time executed and delivered by an Approved Intermediary, as may be required by Administrative Agent in its reasonable discretion.

“Intermediary Constituent Documents” means the Constituent Documents of any Approved Intermediary.

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended.

“Investor” means, as applicable, a Partner (including, as applicable, an Approved Intermediary) of any Guarantor or a constituent partner or member or equity holder of an Approved Intermediary.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Request for Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Letter of Credit Issuer and a Loan Party or in favor of the Letter of Credit Issuer and relating to any such Letter of Credit, including, as applicable, any documentation relating to Cash Collateral (which may include, without limitation, the Assignment of Account).

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“KYC Compliant” means any Person that has satisfied all requests for information from Administrative Agent and the other Secured Parties for “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies and that would not result in any Secured Party being non-compliant with any such rules and regulations and related policies were such Person to enter into a banking relationship with such Secured Party.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” means each lending institution listed on the signature pages hereof, each lending institution that becomes a Lender hereunder pursuant to Section 13.11 or otherwise, and “Lenders” means more than one (1) Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender (or an affiliate of such Lender) described as such in such Lender’s Administrative Questionnaire delivered to Administrative Agent, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder by the Letter of Credit Issuer pursuant to Section 2.07 either as originally issued or as the same may, from time to time, be amended or otherwise modified or extended.

“Letter of Credit Application” means an application and agreement for standby letter of credit by and between Borrower and the Letter of Credit Issuer in a form acceptable to the Letter of Credit Issuer (and customarily used by it in similar circumstances) and conformed to the terms of this Credit Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, renewed, or extended; provided, however, to the extent that the terms of such Letter of Credit Application are inconsistent with the terms of this Credit Agreement, the terms of this Credit Agreement shall control.

“Letter of Credit Collateralization Date” means the day that is the earliest of: (a) thirty (30) days prior to the Stated Maturity Date (or, if such day is not a Business Day, the next preceding Business Day); or (b) the Maturity Date, and (c) the date upon which Administrative Agent declares the Obligations due and payable after the occurrence of an Event of Default.

“Letter of Credit Fee” is defined in Section 2.11(a).

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“Letter of Credit Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“Letter of Credit Obligations” means the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, or because a pending drawing submitted on or before the expiration date of such Letter of Credit has not yet been honored, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Letter of Credit Sublimit” means, at any time, the lesser of (a) $15,000,000; and (b) the Available Loan Amount at such time.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or title retention arrangement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to Borrower hereunder in the form of a Term Rate Loan or a Reference Rate Loan.

“Loan Documents” means this Credit Agreement, the Notes (including any renewals, extensions, re-issuances and refundings thereof), each Letter of Credit Application, each of the Collateral Documents, each Assignment and Assumption, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Credit Agreement, and any amendments or supplements thereto or modifications thereof, executed or delivered pursuant to the terms of this Credit Agreement or any of the other Loan Documents.

“Loan Notice” means a notice of: (a) a Borrowing; (b) a conversion of Loans from one (1) Type of Loan to the other; or (c) a continuation of Term Rate Loans, pursuant to Section 2.02(d), which, if in writing, shall be substantially in the form of Exhibit C or such other form as may be approved by Administrative Agent (including any form on an electronic platform or electronic transmission system as has been approved by Administrative Agent), appropriately completed and signed by a Responsible Officer of Borrower.

“Loan Parties” means Borrower and each Guarantor;

“Loan Party” means any one (1) of them, as applicable.

“Loan Party Materials” is defined in Section 9.01(m).

“Mandatory Prepayment Amount” is defined in Section 3.04(a).

“Mandatory Prepayment Event” is defined in Section 3.04(a).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

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“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of Borrower or any Guarantor, or Borrower, Guarantors and their respective Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party, any Approved Intermediary or any General Partner to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party, any Approved Intermediary or any General Partner of any Loan Document to which it is a party.

“Maturity Date” means the earliest of: (a) the Stated Maturity Date; (b) the date upon which Administrative Agent declares the Obligations, or the Obligations become, due and payable after the occurrence of an Event of Default; (c) the date upon which Borrower terminates the Commitments pursuant to Section 3.06 or otherwise; and (d) the date that is thirty (30) days prior to the occurrence of a Capital Call Termination Event.

“Maximum Commitment” means an amount equal to the aggregate Commitments of Lenders, as such amount may be reduced or increased pursuant to the terms hereof. As of the date of this Credit Agreement, the Maximum Commitment equals $135,000,000.

“Maximum Rate” means, on any day, the highest rate of interest (if any) permitted by applicable law on such day.

“Minimum Collateral Amount” means, at any time: (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the Letter of Credit Issuer with respect to Letters of Credit issued and outstanding at such time; and (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the outstanding amount of all Letter of Credit Obligations.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party, any Approved Intermediary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six (6) plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means any employee benefit plan which has two (2) or more contributing sponsors (including any Loan Party, any Approved Intermediary or any ERISA Affiliate) at least two (2) of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“No Plan Asset Certificate” means a certificate from a Loan Party or Approved Intermediary, as applicable, delivered by the relevant Responsible Officer of such Person, based on consultation with its counsel and in a form reasonably acceptable to Administrative Agent, (a) certifying that throughout the period beginning from the date of the prior No Plan Asset Certificate or the date of the Credit Agreement, as applicable, and continuing through the date of the subject No Plan Asset Certificate, “benefit plan investors” (as defined in Section 3(42) of ERISA) hold less than 25% of the total value of each class of equity interest (other than any classes of equity interest that qualify as “publicly-offered securities” within the meaning of the Plan Assets Regulation) in such Person (calculated in accordance with Section 3(42) of ERISA) and, accordingly, the underlying assets of such Person have not and do not constitute Plan Assets; and (b) covenanting that at all times following the date of such certificate, less than 25% of the total value of each class of equity interest (other than any classes of equity interest that qualify as “publicly-offered securities” within the meaning of the Plan Assets Regulation) in such Person (calculated in accordance with Section 3(42) of ERISA) will continue to be held by “benefit plan investors” (as defined in Section 3(42) of ERISA) until such time, if any that such Person delivers to Administrative Agent an Operating Company Opinion.

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“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that: (a) requires the approval of all Lenders or all affected Lenders pursuant to the terms of Section 13.01; and (b) has received the approval of the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” is defined in Section 2.07(b)(iii).

“Notes” means the promissory note(s) made by Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit P or such other form as may be approved by the Administrative Agent in its reasonable discretion (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), completed and signed by a Responsible Officer.

“Notice Period” is defined in Section 11.02(b).

“Obligations” means all present and future indebtedness, obligations, and liabilities of any Loan Party to Lenders, and all renewals and extensions thereof, or any part thereof (including, without limitation, Loans, Letter of Credit Obligations, or both), or any part thereof, arising pursuant to this Credit Agreement (including, without limitation, the indemnity provisions hereof) or represented by the Notes and each Letter of Credit Application, and all interest accruing thereon, and attorneys’ fees incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several; together with all indebtedness, obligations, and liabilities of any Loan Party to Lenders evidenced or arising pursuant to any of the other Loan Documents, and all renewals and extensions thereof, or any part thereof.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operating Company” means an “operating company” within the meaning of Section 2510.3-101(c) of the Plan Assets Regulation.

“Operating Company Certificate” means a certificate from a Loan Party or Approved Intermediary, as applicable, that would hold Plan Assets absent qualification as an Operating Company, delivered by the relevant Responsible Officer of such Person, in a form reasonably acceptable to Administrative Agent, certifying that, based upon consultation with counsel, such Person should have met the requirements to be an Operating Company for the twelve (12)-month period following the end of the Annual Valuation Period for such Person.

“Operating Company Opinion” means a written opinion of counsel to the Loan Parties, in a form reasonably acceptable to Administrative Agent, to the effect that a Loan Party or Approved Intermediary, as applicable, should qualify as an Operating Company.

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“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.06(b)).

“Participant” is defined in Section 13.11(e).

“Participant Register” has the meaning specified in Section 13.11(e).

“Partner” means the applicable General Partner or any one (1) of the limited partners, members or shareholders of a Guarantor, and reference to “Partners” shall be to all of such limited partners, members, shareholders and the General Partner, collectively; provided that with respect to Initial Guarantor, “Partner” does not include any shareholders that acquire their Subscribed Interests in Initial Guarantor following its public offering or any Accommodation Shareholders.

“Patriot Act” is defined in Section 13.19.

“Pending Capital Call” means any Capital Call that has been made upon the Investors and that has not been cancelled, recalled or postponed by the General Partner and that has not yet been funded by the applicable Investor, but with respect to which such Investor is not in default.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Loan Party, any Approved Intermediary or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Person” means an individual, sole proprietorship, joint venture, association, trust, estate, business trust, corporation, non-profit corporation, partnership, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization.

“Plan” means any Pension Plan, or any retirement medical plan, each as established or maintained for employees of any Loan Party, any Approved Intermediary or any ERISA Affiliate, or any such Plan to which any Loan Party, any Approved Intermediary or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Plan Assets” means “plan assets” within the meaning of the Plan Assets Regulation.

“Plan Assets Regulation” means 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA.

“Platform” is defined in Section 9.01(m).

“Potential Default” means any condition, act, or event which, with the giving of notice or lapse of time or both, would become an Event of Default.

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“Prime Rate” shall mean, on any day, the rate of interest per annum then most recently established by Bank of America as its “prime rate”. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Principal Obligation” means the sum of: (a) the aggregate outstanding principal amount of the Loans; plus (b) the Letter of Credit Obligations.

“Property” means any real property, improvements thereon and any leasehold or similar interest in real property which is owned, directly or indirectly, by Borrower, or secures any investment of Borrower.

“PTE” is defined in Section 12.11(a)(ii).

“Public Lender” is defined in Section 9.01(m).

“QFC” is defined in Section 13.25(b).

“QFC Covered Entity” is defined in Section 13.25(b).

“QFC Covered Party” is defined in Section 13.25(a).

“QFC Credit Support” is defined in Section 13.25.

“QFC Default Right” is defined in Section 13.25(b).

“Rated Investor” means any Investor that has a Rating (or that has a Credit Provider, Sponsor, or Responsible Party that has a Rating). In the event that both a Governmental Plan Investor and its Responsible Party have a Rating, then the Rating of the Investor shall be the applicable Rating for purposes hereunder.

“Rating” means, for any Person, its senior unsecured debt rating (or equivalent thereof, such as, but not limited to, a corporate credit rating, issuer rating/insurance financial strength rating (for an insurance company), general obligation rating (for a governmental entity), or revenue bond rating (for an educational institution)) from either of S&P or Moody’s.

“Recipient” means Administrative Agent, any Lender and the Letter of Credit Issuer, as applicable.

“Redemption” means the redemption of the Subscribed Interest of an Investor pursuant to the applicable REIT Governing Documents or Governing Agreement of any Loan Party or Approved Intermediary that has the effect of reducing the Unfunded Commitment of such Investor; “Redeem” means to effectuate a Redemption.

“Redemption Notice” a notice from an Investor to the applicable Loan Party or Approved Intermediary requesting or electing a Redemption.

“Reference Rate” means Daily SOFR or the Base Rate, as applicable, or a Successor Rate calculated with respect to a daily index, and for which no Interest Period applies.

“Reference Rate Loan” means a Loan bearing interest with reference to the Reference Rate.

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“Register” is defined in Section 13.11(d).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, from time to time in effect, and shall include any successor or other regulation relating to reserve requirements or margin requirements, as the case may be, applicable to member banks of the Federal Reserve System.

“REIT” means a real estate investment trust qualified as such under Sections 856 through 860 of the Internal Revenue Code and the regulations promulgated thereunder.

“REIT Governing Documents” means, with respect to Initial Guarantor, its Governing Agreement and the Subscription Agreements of its Investors.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration of Hazardous Materials into the environment, or into or out of any Property, including the movement of any Hazardous Material through or in the air, soil, surface water, groundwater, of any Property.

“Relevant Rate” means Daily SOFR, Term SOFR or, if Base Rate is the applicable rate pursuant to the terms of Section 4.02 or Section 4.03, Base Rate, and any Successor Rate.

“Request for Credit Extension” means: (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice; and (b) with respect to an L/C Credit Extension, the related Request for Letter of Credit and Letter of Credit Application.

“Request for Letter of Credit” means a request for the issuance of a Letter of Credit substantially in the form of Exhibit D attached hereto.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 66-2/3% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is Letter of Credit Issuer, as the case may be, in making such determination.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means: (a) in the case of a corporation, its chief executive officer, president, chief financial officer, senior vice president, any vice president or treasurer, and, in any case where two (2) Responsible Officers are acting on behalf of such corporation, the second such Responsible Officer may be a secretary or assistant secretary; (b) in the case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in its capacity as general partner; (c) in the case of a limited liability company, the Responsible Officer of the managing member, acting on behalf of such managing member in its capacity as managing member; and (d) solely for purposes of notices given pursuant to Section 2, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent; provided that, any such additional officer or employee shall deliver an incumbency certificate and specimen signature to the Administrative Agent. Any

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document delivered under any Loan Document that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Responsible Party” means, for any Governmental Plan Investor: (a) if the state or political subdivision under which the Governmental Plan Investor operates is obligated to fund the Governmental Plan Investor and is liable to fund any shortfalls, the state or political subdivision, as applicable; and (b) otherwise, the Governmental Plan Investor itself.

“Returned Capital” means, for any Investor, any capital that is subject to recall by the General Partner; provided that (x) the amount of any such capital shall be set forth as “Returned Capital” on a certificate of General Partner delivered to Administrative Agent; and (y) the failure of General Partner to deliver such certificate to Administrative Agent shall result in the exclusion of such amount from “Returned Capital” until such certificate is delivered.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Loans and such Lender’s participation in the Letter of Credit Obligations at such time.

“S&P” means S&P Global Ratings, a subsidiary of the S&P Global, Inc., and any successor thereto.

“Sanctions” means any international economic sanction administered or enforced by a United States Governmental Authority (including, without limitation, OFAC), the United Nations Security Council, the European Union, HMT or other relevant sanctions authority.

“Secured Parties” means, collectively, Administrative Agent, Lenders, Letter of Credit Issuer and any other Person to which Obligations are owing which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Security Agreement” means a security agreement substantially in the form of Exhibit E, executed and delivered by a Guarantor and General Partner, or by an Approved Intermediary, as applicable (and with modifications as may be necessary), to Administrative Agent for the benefit of the Secured Parties, and any pledge agreement or assignment evidencing the pledge or collateral assignment of the same.

“SEMS” means the Superfund Enterprise Management System maintained by the United States Environmental Protection Agency.

“Side Letter” means any side letter by and between an Investor and a Guarantor (or General Partner) or an Approved Intermediary, as applicable, that amends the Governing Agreement (or, with respect to Initial Guarantor, the REIT Governing Documents) or modifies any of the obligations, liabilities, rights or undertakings by the Investor under its Subscription Agreement or under any Constituent Documents of such Guarantor or such Approved Intermediary, as applicable.

“SOFR” means, with respect to any applicable determination date, the Secured Overnight Financing Rate published on the second U.S. Government Securities Business Day preceding such date by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however that if such determination date is not a U.S. Government Securities Business Day, then SOFR means such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto.

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“Sponsor” of an ERISA Investor means a sponsor as that term is understood under ERISA, specifically, the entity that established the plan and is responsible for the maintenance of the plan and, in the case of a plan that has a sponsor and participating employers, the entity that has the ability to amend or terminate the plan.

“Stated Maturity Date” means October 6, 2023.

“Subject to Sanctions” with respect to any Person means that such Person is (a) currently the subject of any Sanctions; (b) included on OFAC’s list of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority; (c) located organized or resident in a Designated Jurisdiction.

“Subordinated Claims” is defined in Section 5.04.

“Subscribed Interest” of any Investor means (a) with respect to Initial Guarantor, the Class N common stock of such Investor in Initial Guarantor under the REIT Governing Documents, and (b) with respect to any other Guarantor or Approved Intermediary, the limited or general partnership interest, membership interest or other applicable Equity Interest of such Investor in such Guarantor or Approved Intermediary, as applicable, under the applicable Constituent Document of such Guarantor or such Approved Intermediary.

“Subscription Acknowledgment and Undertaking” means an agreement executed and delivered by an Approved Intermediary and the applicable General Partner in connection with the acknowledgment by such Approved Intermediary of its subscription for a limited partnership interest in the applicable Guarantor and certain undertakings of such Approved Intermediary and the applicable General Partner with respect thereto, as the same may be amended, modified or restated from time to time.

“Subscription Agreement” means a Subscription Agreement executed by an Investor in connection with the subscription for a Subscribed Interest in any Guarantor or any Approved Intermediary (and with respect to Initial Guarantor, includes any Side Letters that modify such Subscription Agreement).

“Subsequent Investor” is defined in Section 10.05(d).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one (1) or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Guarantor.

“Successor Rate” is defined in Section 4.03(b).

“Supported QFC” is defined in Section 13.25.

“Swap Contract” means: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar

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transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

“Swap Termination Value” means, in respect of any one (1) or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts: (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one (1) or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under: (a) a so-called synthetic, off-balance sheet or tax retention lease; or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Rate” means (a) Term SOFR, or (b) any Successor Rate pursuant to which interest is calculated with respect to, and fixed for the duration of, an Interest Period.

“Term Rate Loan” means a Loan bearing interest based on a Term Rate.

“Term SOFR” means, for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. Eastern Time on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the Term SOFR Adjustment for such Interest Period; provided further that if the Term SOFR determined in accordance with the foregoing of this definition would otherwise be less than the Floor, Term SOFR shall be deemed to be the Floor for purposes of this Credit Agreement.

“Term SOFR Adjustment” means 0.10% (10 basis points) for an Interest Period of one (1) month’s duration.

“Term SOFR Loan” means a Credit Extension made hereunder with respect to which the interest rate is calculated by reference to Term SOFR.

“Term SOFR Replacement Date” has the meaning specified in Section 4.03(b).

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time to time).

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“Total Credit Exposure” means, as to any Lender at any time, the unused Commitment and Revolving Credit Exposure of such Lender at such time.

“Type” means, with respect to a Loan, its character as a Reference Rate Loan or a Term Rate Loan.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unfunded Commitment” means, with respect to any Investor in a Guarantor or an Approved Intermediary, as applicable, at any time, the Capital Commitment of such Investor, minus the aggregate Capital Contributions made to such Guarantor or Approved Intermediary, as applicable, by such Investor, plus Returned Capital attributed to such Investor, but “Unfunded Commitment” shall not include that portion of such Investor’s Capital Commitment that is, at such time, subject to a Pending Capital Call.

“Unreimbursed Amount” is defined in Section 2.07(c)(i).

“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regimes” is defined in Section 13.25.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 4.01(e)(ii)(B)(3).

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02 Other Definitional Provisions. All terms defined in this Credit Agreement shall have the above-defined meanings when used in the Notes or any other Loan Documents or any certificate, report or other document made or delivered pursuant to this Credit Agreement, unless otherwise defined in such other document.

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(a) The definitions of terms herein apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

(b) The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.”

(c) The word “shall” is to be construed to have the same meaning and effect as the word “will.”

(d) Unless the context requires otherwise:

(i) any definition of or reference to any agreement, instrument or other document (including any Constituent Document) is to be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document);

(ii) any reference herein to any Person is to be construed to include such Person’s successors and assigns;

(iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, is to be construed to refer to such Loan Document in its entirety and not to any particular provision thereof;

(iv) all references in a Loan Document to Articles, Sections, Preambles, Preliminary Statements, Exhibits and Schedules is to be construed to refer to Articles and Sections of, and Preambles, Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear;

(v) any reference to any Law includes all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation, unless otherwise specified, refers to such Law or regulation as amended, modified or supplemented from time to time, and

(vi) the words “asset” and “property” are to be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(e) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(f) Section headings herein and in the other Loan Documents are included for convenience of reference only and will not affect the interpretation of this Credit Agreement or any other Loan Document.

1.03 Times of Day; Rates. Unless otherwise specified in the Loan Documents, time references are to time in Dallas, Texas (daylight or standard, as applicable). Administrative Agent does not warrant, nor accept responsibility for, nor does Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definitions of “Daily Simple

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SOFR”, “Term SOFR”, or the related definitions, or with respect to any other reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to Borrower. Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Credit Agreement, and shall have no liability to Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service, in each case except to the extent of Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.

1.04 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements of Borrower, each Guarantor and each Approved Intermediary, as applicable. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Loan Parties is to be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities will be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Required Lenders shall so request, Administrative Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended: (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein; and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements for all purposes of this Credit Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

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1.05 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time will be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one (1) or more automatic increases in the stated amount thereof, the amount of such Letter of Credit will be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

2. LOANS AND LETTERS OF CREDIT.

2.01 Revolving Credit Commitment. Subject to the terms and conditions herein set forth, each Lender severally agrees, on any Business Day during the Availability Period, to make Loans to Borrower at any time and from time to time in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that, after making any such Loans: (a) such Lender’s Revolving Credit Exposure would not exceed such Lender’s Commitment as of such date; and (b) the Principal Obligation would not exceed the Available Loan Amount. Subject to the foregoing limitation, the conditions set forth in Section 7 and the other terms and conditions hereof, Borrower may borrow, repay without penalty or premium, and re-borrow hereunder, during the Availability Period. Each Borrowing pursuant to this Section 2.01 shall be made ratably by Lenders in proportion to each Lender’s Applicable Percentage of the Available Loan Amount. No Lender shall be obligated to fund any Loan if the interest rate applicable thereto under Section 2.05(a) would exceed the Maximum Rate in effect with respect to such Loan. No Lender shall fund any portion of any Loan or L/C Advance with Plan Assets if such funding would cause any Loan Party to incur any prohibited transaction excise tax penalties under ERISA or Section 4975 of the Internal Revenue Code.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Request for Borrowing. Each Borrowing, each conversion of Loans from one (1) Type of Loan to the other, and each continuation of Term Rate Loans shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone, together with a Borrowing Base Certificate. Each such notice must be received by Administrative Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term Rate Loans or of any conversion of Term Rate Loans to Reference Rate Loans; and (ii) one (1) Business Day prior to the requested date of any Borrowing of Reference Rate Loans. Each telephonic notice by Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Loan Notice (whether telephonic or written) shall specify: (A) whether Borrower is requesting a Borrowing, a conversion of Loans from one (1) Type of Loan to the other, or a continuation of Term Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; and (E) to which account the proceeds of such Borrowing, or conversion or continuation should be directed. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, a Term Rate Loan with an Interest Period of one (1) month; provided, however, that if Borrower fails to specify a Type of Loan in a Loan Notice delivered with adequate notice for a Term Rate Loan, it will be deemed to have specified a Term Rate Loan with an Interest Period of one (1) month.

(b) Administrative Agent Notification of Lenders. Following receipt of a Loan Notice, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.

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(c) Tranches; No Obligation to Fund if Maximum Rate Exceeded. Notwithstanding anything to the contrary contained herein, Borrower shall not have the right to have more than ten (10) Term Rate Loans in the aggregate outstanding hereunder at any one (1) time during the Availability Period, nor shall any Lender be obligated to fund any Loan if the interest rate applicable thereto under Section 2.05(a) would exceed the Maximum Rate in effect with respect to such Loan.

(d) Continuations and Conversions of Term Rate Loans. Except as otherwise provided herein, a Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loan. During the existence of a Potential Default or Event of Default, no Loans may be requested as, converted to or continued as Term Rate Loans without the consent of the Required Lenders, but Term Rate Loans may be continued if a Potential Default exists (other than a Potential Default applicable to a Cash Control Event), so long as no Event of Default has occurred and is continuing.

2.03 Minimum Loan Amounts. Each Borrowing of, conversion to or continuation of Term Rate Loans shall be in a principal amount that is an integral multiple of $100,000 and not less than $1,000,000, and each Borrowing of, conversion to or continuation of Reference Rate Loans shall be in an amount that is an integral multiple of $100,000 and not less than $500,000; provided, however, that a Reference Rate Loan may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required for the reimbursement of a Letter of Credit under Section 2.07(c).

2.04 Funding.

(a) Funding by Lenders; Presumption by Administrative Agent. Each Lender shall make the proceeds of its Applicable Percentage of each Borrowing available to Administrative Agent at Administrative Agent’s Office for the account of Borrower no later than 10:00 a.m. on the borrowing date in immediately available funds, and upon fulfillment of all applicable conditions set forth herein, Administrative Agent shall promptly deposit such proceeds in immediately available funds in Borrower’s account at Administrative Agent specified in the Loan Notice, or, if requested by Borrower in the Loan Notice, shall wire transfer such funds as requested. The failure of any Lender to advance the proceeds of its Applicable Percentage of any Borrowing required to be advanced hereunder shall not relieve any other Lender of its obligation to advance the proceeds of its Applicable Percentage of any Borrowing required to be advanced hereunder. Absent contrary written notice from a Lender, Administrative Agent may assume that each Lender has made its Applicable Percentage of the requested Borrowing available to Administrative Agent on the applicable borrowing date, and Administrative Agent may, in reliance upon such assumption (but is not required to), make available to Borrower a corresponding amount.

(b) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 13.06(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 13.06(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 13.06(c).

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2.05 Interest.

(a) Interest Rate. Subject to the provisions of clause (b) below: (i) each Term Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Term Rate for such Interest Period plus the Applicable Margin; and (ii) each Reference Rate Loan will bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the applicable Reference Rate plus the Applicable Margin for such Reference Rate.

(b) Default Rate.

(i) If any amount of principal of the Obligation is not paid when due (without regard to any applicable grace periods), then (in lieu of the interest rate provided in Section 2.05(a)) such amount shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate.

(ii) If any amount (other than principal of the Obligation) payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders (in lieu of the interest rate provided in Section 2.05(a)), such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate.

(iii) Upon the request of Required Lenders, while any Event of Default exists, then (in lieu of the interest rate provided in Section 2.05(a) above) the principal amount of the Obligations shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, from the date of the occurrence of such Event of Default until such Event of Default is cured or is waived.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) is due and payable upon demand.

2.06 Determination of Rate. Each change in the rate of interest for any Borrowing shall become effective, without prior notice to Borrowers, automatically as of the opening of business of Administrative Agent on the date of said change. Administrative Agent shall promptly notify Borrowers and the Lenders of the interest rate applicable to any Interest Period for Term Rate Loans or any Daily SOFR Loans upon determination of such interest rate. The determination of SOFR, Term SOFR or Daily Simple SOFR by Administrative Agent shall be conclusive in the absence of manifest error.

2.07 Letters of Credit.

(a) Letter of Credit Commitment.

(i) Subject to the terms and conditions hereof, on any Business Day during the Availability Period: (A) the Letter of Credit Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.07: (1) from time to time on any Business Day during the Availability Period, to issue Letters of Credit for the account of Borrower, in aggregate face amounts that shall be not less than $500,000, as Borrower may request (except to the extent a lesser amount is requested by Borrower and agreed by Administrative Agent and the Letter of Credit Issuer), and to amend or extend Letters of Credit previously issued by it; and (2) to honor drawings under the Letters of Credit; and

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(B) Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided, however that after giving effect to any L/C Credit Extension with respect to any Letter of Credit: (1) the Principal Obligation will not exceed the Available Loan Amount; (2) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment; and (3) the Letter of Credit Obligations will not exceed the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit will be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired (without any pending drawing) or that have been drawn upon and reimbursed. The Letter of Credit Issuer shall have the right to approve the form of Letter of Credit requested.

(ii) The Letter of Credit Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.07(b)(iii), the expiry date of such Letter of Credit would occur more than 12 months after the date of issuance or last extension, unless the Letter of Credit Issuer has approved such expiry date in its sole discretion; or (B) the expiry date of such Letter of Credit would occur after the Stated Maturity Date, without the consent of the Letter of Credit Issuer and all Lenders, in which case any such Letter of Credit shall be Cash Collateralized on the date thirty (30) days prior to the Stated Maturity Date.

(iii) The Letter of Credit Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any Law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Letter of Credit Issuer in good faith deems material to it (for which the Letter of Credit Issuer is not otherwise compensated hereunder);

(B) the issuance of such Letter of Credit would violate any Laws or one (1) or more policies of the Letter of Credit Issuer applicable to letters of credit generally;

(C) such Letter of Credit is to be denominated in a currency other than Dollars;

(D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

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(E) any Lender is at that time a Defaulting Lender, unless the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Letter of Credit Issuer (in its sole discretion) with Borrower or such Lender to eliminate the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Letter of Credit Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if: (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v) The Letter of Credit Issuer shall act on behalf of Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Letter of Credit Issuer shall have all of the benefits and immunities: (A) provided to Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 12 included Letter of Credit Issuer with respect to such acts or omissions; and (B) as additionally provided herein with respect to Letter of Credit Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower made in the form of a Request for Credit Extension delivered to the Letter of Credit Issuer (with a copy to Administrative Agent) appropriately completed and signed by a Responsible Officer of Borrower, together with a Borrowing Base Certificate. Such Request for Credit Extension may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Letter of Credit Issuer and Administrative Agent not later than 11:00 a.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Request for Credit Extension shall specify in form and detail satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, the related Request for Credit Extension shall specify in form and detail satisfactory to the Letter of Credit Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of

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amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Letter of Credit Issuer may reasonably require. Additionally, Borrower shall furnish to the Letter of Credit Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Request for Credit Extension from Borrower and, if not, the Letter of Credit Issuer will provide Administrative Agent with a copy thereof. Unless the Letter of Credit Issuer has received written notice from any Lender, Administrative Agent or Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one (1) or more applicable conditions contained in Section 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Letter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Obligations described below and contingent indemnification obligations for which no claim has been made), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower with respect to such Letter of Credit Obligations, so long as Borrower has Cash Collateralized all Letter of Credit Obligations then outstanding, to the satisfaction of Administrative Agent and Letter of Credit Issuer, in their respective sole discretion.

(iii) If Borrower so requests in any applicable Request for Credit Extension, the Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12)-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, Borrower shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Stated Maturity Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (a)(i), clause (a)(ii) or clause (a)(iii) of Section 2.07 or otherwise); or (B) it has received notice (which may be

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by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date from Administrative Agent, any Lender or any Loan Party that one (1) or more of the applicable conditions specified in Section 7.02 are not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participation.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Letter of Credit Issuer shall notify Borrower and Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the Letter of Credit Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse the Letter of Credit Issuer through Administrative Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse the Letter of Credit Issuer by such time, Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Available Loan Amount and the conditions set forth in Section 7.02 (other than the delivery of a Loan Notice). Any notice given by the Letter of Credit Issuer or Administrative Agent pursuant to this Section 2.07(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Lender (including the Lender acting as Letter of Credit Issuer) shall upon any notice pursuant to Section 2.07(c)(i) make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the Letter of Credit Issuer at Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.07(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to Borrower in such amount. Administrative Agent shall remit the funds so received to the Letter of Credit Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 7.02, cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the Letter of Credit Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2.07(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.07.

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(iv) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.07(c) to reimburse the Letter of Credit Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the Letter of Credit Issuer.

(v) Each Lender’s obligation to make Loans or L/C Advances to reimburse the Letter of Credit Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.07(c), shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Letter of Credit Issuer, Borrower, or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Potential Default or Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.07(c) is subject to the conditions set forth in Section 7.02 (other than delivery of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the Letter of Credit Issuer for the amount of any payment made by the Letter of Credit Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to Administrative Agent for the account of the Letter of Credit Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.07(c) by the time specified in Section 2.07(c)(ii), then, without limiting the other provisions of this Credit Agreement, the Letter of Credit Issuer shall be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Letter of Credit Issuer at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate determined by Letter of Credit Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Letter of Credit Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid will constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the Letter of Credit Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the Letter of Credit Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.07(c), if Administrative Agent receives for the account of the Letter of Credit Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by Administrative Agent.

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(ii) If any payment received by Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2.07(c)(i) is required to be returned under any of the circumstances described in Section 13.04 (including pursuant to any settlement entered into by the Letter of Credit Issuer in its discretion), each Lender shall pay to Administrative Agent for the account of the Letter of Credit Issuer its Applicable Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause (ii) will survive the payment in full of the Obligations and the termination of this Credit Agreement.

(e) Obligations Absolute. The obligation of Borrower to reimburse the Letter of Credit Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, set-off, defense or other right that Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by the Letter of Credit Issuer of any requirement that exists for the Letter of Credit Issuer’s protection and not the protection of Borrower or any waiver by the Letter of Credit Issuer which does not in fact materially prejudice Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by the Letter of Credit Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

(vii) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

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(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower.

Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify the Letter of Credit Issuer. Borrower shall be conclusively deemed to have waived any such claim against the Letter of Credit Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of Letter of Credit Issuer. Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the Letter of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the Letter of Credit Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or related Request for Credit Extension. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuer, any of its Related Parties, nor any of the respective correspondents, participants or assignees of the Letter of Credit Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.07(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Letter of Credit Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (known as SWIFT) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

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(h) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the Letter of Credit Issuer and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, Letter of Credit Issuer shall not be responsible to Borrower for, and Letter of Credit Issuer’s rights and remedies against Borrower shall not be impaired by, any action or inaction of the Letter of Credit Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Credit Agreement, including the Law or any order of a jurisdiction where Letter of Credit Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit incorporates such law or practice.

2.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used solely for the purposes permitted under the applicable Governing Agreement and the Constituent Documents of Borrower. No Secured Party shall have any liability, obligation, or responsibility whatsoever with respect to Borrower’s use of the proceeds of the Loans or the Letters of Credit, and no Secured Party shall be obligated to determine whether or not Borrower’s use of the proceeds of the Loans or the Letters of Credit are for purposes permitted under the applicable Governing Agreement or such Constituent Documents. Nothing, including, without limitation, any Borrowing, any conversion or continuation thereof, or any issuance of any Letter of Credit, or acceptance of any other document or instrument, shall be construed as a representation or warranty, express or implied, to any party by any Secured Party as to whether any investment by Borrower is permitted by the terms of the applicable Governing Agreement or the Constituent Documents of Borrower.

2.09 Unused Commitment Fee. In addition to the payments provided for in Section 3, Borrower shall pay to Administrative Agent, for the account of each Lender, according to its Applicable Percentage, an unused commitment fee on the actual daily amount of the Maximum Commitment which was unused (through the extension of Loans or issuance of Letters of Credit) during the immediately preceding calendar quarter at the rate of thirty (30) basis points (0.30%) per annum, payable in arrears on the first Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date; provided that, for the avoidance of doubt, the unused commitment fee for the period from the Closing Date through the first Business Day of the immediately following calendar quarter shall be pro-rated to correspond to the actual number of days elapsed during such period. Borrower and Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

2.10 Administrative Agent and Arranger Fees. Borrower shall pay to Administrative Agent and Arranger fees in consideration of the arrangement of the Commitments and administration of this Credit Agreement, which fees are earned, due and payable in amounts and on the dates agreed to between Borrower and Administrative Agent in a separate fee letter agreement.

2.11 Letter of Credit Fees.

(a) Letter of Credit Fee. Borrower shall pay to Administrative Agent for the account of each Lender in accordance, subject to Section 2.15, with its Applicable Percentage, a fee for each Letter of Credit (the “Letter of Credit Fee”) equal to the Applicable Margin per annum times the daily amount available to be drawn under each such Letter of Credit issued to it. Such fee shall be: (i) due and payable in quarterly installments in arrears on the first Business Day of each calendar quarter for the preceding calendar quarter (or portion thereof, if applicable), commencing on the first such date to occur after the issuance of any Letter of Credit, on the Maturity Date, and

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thereafter (if applicable) on demand; and (ii) computed quarterly in arrears. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05. If there is any change in the Applicable Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, such fee shall accrue at the Default Rate.

(b) Fronting Fee and Administrative Charges. Borrower shall pay to the Letter of Credit Issuer, for its own account, in consideration of the issuance and fronting of Letters of Credit, a fronting fee with respect to each Letter of Credit issued to it, at a rate equal to 0.125% per annum, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter (if applicable) on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05. In addition, Borrower shall pay directly to the Letter of Credit Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Letter of Credit Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

2.12 Computation of Interest and Fees. All computations of interest for Base Rate Loans, shall be made on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360)-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred sixty-five (365)-day year). Interest shall accrue on each Loan from and including the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 3.03 bear interest for one (1) day.

2.13 [Reserved].

2.14 Cash Collateral.

(a) Certain Credit Support Events. If: (i) the Letter of Credit Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing that has not been repaid in accordance with the provisions of this Credit Agreement; (ii) as of the Letter of Credit Collateralization Date, any Letter of Credit Obligations for any reason remains outstanding; (iii) Borrower shall promptly (but in no event later than: (A) two (2) Business Days, to the extent funds are available in the Collateral Accounts; and (B) 15 Business Days, to the extent that it is necessary for Guarantors to issue Capital Call Notices) Cash Collateralize the then-outstanding amount of the Letter of Credit Obligations; or (iv) there shall exist a Defaulting Lender, promptly (but in no event later than: (A) two (2) Business Days, to the extent funds are available in the Collateral Accounts; and (B) 15 Business Days, to the extent that it is necessary for Guarantors to issue Capital Call Notices) upon the request of Administrative Agent or the Letter of Credit Issuer, Borrower shall provide Cash Collateral in an amount not less than the applicable

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Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than Administrative Agent or the other Secured Parties, or that the total amount of such funds is less than the Minimum Collateral Amount, Borrower will, forthwith upon demand by Administrative Agent, pay to Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such Minimum Collateral Amount over (y) the total amount of funds, if any, then held as Cash Collateral that Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds will be applied, to the extent permitted under applicable Laws, to reimburse the Letter of Credit Issuer.

(b) Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) Administrative Agent, for the benefit of the Secured Parties, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent for the benefit of the Secured Parties as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the relevant Defaulting Lender or Borrower will promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral; provided, however, that if funds are not available to Borrower in the applicable Collateral Account to make payment within two (2) Business Days, to the extent that it is necessary for a Guarantor to issue Capital Call Notices to fund such required payment, such payment shall be made within 15 Business Days after Administrative Agent’s demand (and, in any event, the applicable Guarantor shall issue such Capital Call Notices and shall make such payment during such time).

(c) Application. Notwithstanding anything to the contrary contained in this Credit Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.07, 2.15, 3.04, 3.06 or 11.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific Letter of Credit Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following: (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 13.11(b)(vii))); or (ii) the payment in full of all Obligations (other than contingent indemnification obligations); and (A) the termination of the Maximum Commitment; or (B) the reduction of the Maximum Commitment to zero; or (iii) Administrative Agent’s good faith determination that there exists excess Cash Collateral;

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provided, however: (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Potential Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 11.04); and (y) the Person providing Cash Collateral and the Letter of Credit Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Credit Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Credit Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 13.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 10.12 or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 13.02, shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Letter of Credit Issuer hereunder; third, to Cash Collateralize the Letter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as Borrower may request (so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to: (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Credit Agreement; and (y) Cash Collateralize the Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and funded and

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unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any unused commitment fee payable under to Section 2.09 for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender); and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.11.

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.

(C) With respect to any fee payable under Section 2.09 or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or clause (B) above, the Borrower shall: (x) pay to Administrative Agent, for the benefit of each Non-Defaulting Lender, that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, provided Borrower has received from Administrative Agent a notice regarding such reallocations; (y) pay to the Letter of Credit Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Letter of Credit Issuer’s Fronting Exposure to such Defaulting Lender, provided Borrower has received from Administrative Agent a notice regarding such allocation; and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that: (x) the conditions set forth in Section 7.02 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time); and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(v) Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.

(vi) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.07, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that: (A) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Potential Default or Event of Default exists; and (B) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of: (1) the Commitment of that non-Defaulting Lender; minus (2) the aggregate outstanding principal amount of the Loans of that Lender.

(b) Defaulting Lender Cure. If Borrower, Administrative Agent and the Letter of Credit Issuer agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.16 Additional Guarantors.

(a) A Person (other than a natural Person) may become a Guarantor under this Credit Agreement, and in each case shall be bound by and entitled to the benefits and obligations of this Credit Agreement as a Guarantor hereunder to the same extent as any other Guarantor, upon the fulfillment of the following conditions:

(i) Collateral Account. Such Person shall establish a Collateral Account pursuant to Section 5.02(a).

(ii) Loan Documents. Such Person shall deliver the documents identified in Sections 7.01(a)(iii), 7.01(a)(iv) and 7.01(a)(xiii) with respect to such Person, together with such other documents or Loan Documents as may be reasonably requested by Administrative Agent.

(iii) Resolutions and Officers’ Certificates. Such Person shall deliver the documents identified in Sections 7.01(a)(vii), 7.01(a)(viii) and 7.01(a)(ix) with respect to such Person, together with such other documents as may be reasonably requested by Administrative Agent.

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(iv) No Default. No Potential Default or Event of Default shall have occurred and be continuing, or would result from the addition of such Person as a Guarantor.

(v) Representations and Warranties. The representations and warranties of the Loan Parties in Section 8 (other than representations and warranties which by their terms are stated to be only as of an earlier date) shall be true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” in respect of such representations and warranties) with respect to such Person, as of the date such Person executes the Joinder Agreement described in clause (vi) below.

(vi) Joinder Agreement. Such Person shall execute a Joinder Agreement with respect to this Credit Agreement, substantially in the form of Exhibit L (a “Joinder Agreement”).

(vii) Opinion of Counsel. Administrative Agent shall have received a legal opinion, dated as of the date such Person executes the Joinder Agreement described above, addressed to Administrative Agent and Lenders, having substantially the same coverage as that opinion delivered pursuant to Section 7.01(a)(xi) and substantially in a form acceptable to Administrative Agent.

(viii) ERISA Deliverables. With respect to such Person, an Operating Company Opinion addressed to the Administrative Agent and the other Secured Parties (or if addressed to such Person or its General Partner, a copy of such Operating Company Opinion, along with a reliance letter addressed to Administrative Agent and the other Secured Parties) from counsel to such Person; provided, however, if such Person does not intend to qualify as an Operating Company in order to avoid holding Plan Assets, and it is reasonable for such Person to conclude that its underlying assets will not constitute Plan Assets throughout the remaining term of this Credit Agreement due to satisfaction of another exception to holding Plan Assets (other than the Operating Company exceptions), then such Person may deliver a No Plan Asset Certificate to Administrative Agent in lieu of providing an Operating Company Opinion.

(ix) Other Information; Fees and Expenses. Such Person shall provide Administrative Agent with such other documentation or information as Administrative Agent may reasonably request with respect to such Person, including, without limitation, information related to Lenders’ compliance with “know your customer” requirements, and shall pay all reasonable and documented out-of-pocket costs and expenses incurred by Administrative Agent under this Section 2.16.

(x) Approval. Administrative Agent shall have approved the addition of such Person as an additional Guarantor, which approval, or denial thereof, shall be in the sole and absolute discretion of Administrative Agent.

(b) Upon fulfillment of the conditions in Section 2.16(a), Administrative Agent will promptly notify each Lender of the date that such Person becomes a Guarantor hereunder.

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3. PAYMENT OF OBLIGATIONS.

3.01 Notes.

(a) The Borrowings funded by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business. The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations of Borrower. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

(b) Upon the request of any Lender made through Administrative Agent, Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. Borrower agrees, from time to time, upon the request of Administrative Agent or any affected Lender, to reissue new Notes, in accordance with the terms and in the form heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 13.11, in renewal of and substitution for the Note previously issued by Borrower to the affected Lender, and such Lender shall use commercially reasonable efforts to return such previously issued Note marked “Cancelled.”

3.02 Payment of Interest.

(a) Interest. Interest on each Borrowing and any portion thereof shall commence to accrue in accordance with the terms of this Credit Agreement and the other Loan Documents as of the date of the disbursal or wire transfer of such Borrowing by Administrative Agent, consistent with the provisions of Section 2.05, notwithstanding whether Borrower received the benefit of such Borrowing as of such date and even if such Borrowing is held in escrow pursuant to the terms of any escrow arrangement or agreement. When a Borrowing is disbursed by wire transfer pursuant to instructions received from Borrower, then such Borrowing shall be considered made at the time of the transmission of the wire, in accordance with the Loan Notice, rather than the time of receipt thereof by the receiving bank. With regard to the repayment of the Loans, interest shall continue to accrue on any amount repaid until such time as the repayment has been received in federal or other immediately available funds by Administrative Agent.

(b) Interest Payment Dates. Accrued and unpaid interest (i) on the Obligations shall be due and payable in arrears on each Interest Payment Date and on the Maturity Date and (ii) on any obligation of Borrower hereunder on which Borrower is in default shall be due and payable at any time and from time to time following such default upon demand by Administrative Agent. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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(c) Direct Disbursement. If, at any time, Administrative Agent or Letter of Credit Issuer shall not have received on the date due, any payment of interest upon the Loans or any fee described herein, Administrative Agent may direct the disbursement of funds from the applicable Collateral Account to Lenders or the Letter of Credit Issuer, in accordance with the terms hereof, to the extent available therein for payment of any such amount. If, at any such time, the amount available in such Collateral Account is not sufficient for the full payment of such amounts due, Administrative Agent may, without prior notice to or the consent of Borrower, within the limits of the Available Loan Amount, disburse to Lenders in immediately available funds an amount equal to the interest or fee due to Lenders, which disbursement shall be deemed to be a Base Rate Loan pursuant to Section 2.02, and Borrower shall be deemed to have given to Administrative Agent in accordance with the terms and conditions of Section 2.02 a Loan Notice with respect thereto.

3.03 Payments of Obligation.

(a) Maturity Date. The principal amount of the Obligations outstanding on the Maturity Date, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date.

(b) Payments Generally. All payments of principal of and interest on the Obligations under this Credit Agreement by Borrower to or for the account of Lenders, or any one (1) of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff by Borrower. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. Funds received after 2:00 p.m. shall be treated for all purposes as having been received by Administrative Agent on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to accrue. Each Lender shall be entitled to receive its Applicable Percentage (or other applicable share as provided herein) of each payment received by Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to such Lender. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) Clawback.

(i) Funding by Lenders; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term Rate Loans (or, in the case of any Borrowing of Reference Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.04 (or, in the case of a Borrowing of Reference Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.04) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then such Lender and the Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by

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Administrative Agent in connection with the foregoing; and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans; provided, however, that if funds are not available to Borrower in the applicable Collateral Account to make payment on demand, to the extent that it is necessary for a Guarantor to issue Capital Call Notices to fund such required payment, such payment shall be made within 15 Business Days after Administrative Agent’s demand (and, in any event, such Guarantor shall issue such Capital Call Notices and shall make such payment promptly after the related Capital Contributions are received). If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing as of the date of such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or the Letter of Credit Issuer hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Letter of Credit Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Letter of Credit Issuer, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or the Letter of Credit Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

(d) Failure to Satisfy Conditions Precedent. If any Lender makes available to Administrative Agent funds for any Loan to be made by such Lender as provided herein, and such funds are not made available to the Borrower by Administrative Agent because the conditions to the applicable Credit Extension set forth in Section 7 are not satisfied or waived in accordance with the terms hereof, Administrative Agent will return such funds (in like funds, as received from such Lender) to such Lender, without interest.

(e) Funding Source. Nothing herein will be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds will be applied: (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties; and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

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3.04 Mandatory Prepayment.

(a) Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Loan Amount (including, without limitation, as a result of an Exclusion Event) (a “Mandatory Prepayment Event”), then Borrower shall pay on demand such excess (the “Mandatory Prepayment Amount”) to Administrative Agent, for the benefit of Lenders, in immediately available funds (except to the extent any such excess is addressed by Section 3.04(b)): (A) promptly on demand (but in no event later than two (2) Business Days after such demand), to the extent such funds are available in the Collateral Account; and (B) within 15 Business Days of demand to the extent such funds are not available in the applicable Collateral Account (and the applicable Guarantor shall issue one (1) or more Capital Call Notices if necessary for such Guarantor to fund such required payment during such time, and shall pay such excess immediately after the Capital Contributions relating to such Capital Call Notice are received).

(b) Excess Letters of Credit Outstanding. If the amount of any Mandatory Prepayment Amount exceeds the Principal Obligation attributable to Loans (plus, for the avoidance of doubt, any other then-due Obligation of Borrower other than Letter of Credit Obligations), Borrower shall Cash Collateralize the Letter of Credit Obligations in the amount of such excess, when required pursuant to the terms of Section 3.04(a).

3.05 Voluntary Prepayments. Borrower may, upon notice to Administrative Agent pursuant to delivery to Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) such notice must be received by Administrative Agent not later than 11:00 a.m.: (i) three (3) Business Days prior to any date of prepayment of Term Rate Loans; and (ii) on the date of prepayment of Reference Rate Loans; (b) any prepayment of Term Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (c) any prepayment of Reference Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Subject to Section 2.15, each such prepayment shall be applied to the Obligations held by each Lender in accordance with its respective Applicable Percentage.

3.06 Reduction or Early Termination of Commitments. So long as no Request for Credit Extension is outstanding, Borrower may terminate the Commitments, or permanently reduce the aggregate Commitments, by giving prior irrevocable written notice to Administrative Agent of such termination or reduction three (3) Business Days prior to the effective date of such termination or reduction (which date shall be specified by Borrower in such notice), provided that: (i) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; (ii) Borrower shall not terminate or reduce the aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Principal Obligation would exceed the aggregate Commitments (except that if such Principal Obligation consists solely of Letter of Credit Obligations, Borrower may provide Cash Collateral for such Letter of Credit Obligations and terminate the aggregate Commitments); and (iii) if,

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after giving effect to any reduction of the aggregate Commitments, the Letter of Credit Sublimit would exceed the amount of the aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the aggregate Commitments. In no event may Borrower reduce the aggregate Commitments to $10,000,000 or less (other than by a termination of all the Commitments), except in the case that the outstanding Principal Obligation consists solely of Letter of Credit Obligations, in which case Borrower may reduce the aggregate Commitments to the amount of Letter of Credit Obligations outstanding. Any reduction of the aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the aggregate Commitments shall be paid on the effective date of such termination.

3.07 Lending Office. Each Lender may: (a) designate its principal office or a branch, subsidiary or Affiliate of such Lender as its Lending Office (and the office to whose accounts payments are to be credited) for any Loan; (b) designate its principal office or a branch, subsidiary or Affiliate as its Lending Office (and the office to whose accounts payments are to be credited) for any Base Rate Loan; and (c) change its Lending Office from time to time by notice to Administrative Agent and Borrower, so long as such change does not require Borrower to pay any additional costs pursuant to Section 4.01 or 4.05. In such event, such Lender shall continue to hold the Note, if any, evidencing its Loans for the benefit and account of such branch, subsidiary or Affiliate. Each Lender shall be entitled to fund all or any portion of its Commitment in any manner it deems appropriate, consistent with the provisions of Section 2.04, but for the purposes of this Credit Agreement such Lender shall, regardless of such Lender’s actual means of funding, be deemed to have funded its Commitment in accordance with the Interest Option selected from time to time by Borrower for such Borrowing period.

4. CHANGE IN CIRCUMSTANCES.

4.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of Administrative Agent or Borrower) require the deduction or withholding of any Tax from any such payment by Administrative Agent or a Loan Party, then Administrative Agent or Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If Borrower or Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then: (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below; (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code; and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 4.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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(iii) If Borrower or Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then: (A) Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below; (B) Borrower or Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws; and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 4.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by Borrower. Without limiting the provisions of subsection (a) above, Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Administrative Agent, timely reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnifications.

(i) Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to Borrower by a Lender or the Letter of Credit Issuer (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender or the Letter of Credit Issuer, shall be conclusive absent manifest error.

(ii) Each Lender and the Letter of Credit Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor: (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the Letter of Credit Issuer (but only to the extent that Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so); (B) Administrative Agent and Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11(e) relating to the maintenance of a Participant Register; and (C) Administrative Agent and Borrower, as applicable, against any Excluded Taxes attributable to such Lender or the Letter of Credit Issuer, in each case, that are payable or paid by the Administrative Agent or Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or the Letter of Credit Issuer by Administrative Agent shall be conclusive absent manifest error. Each Lender and the Letter of Credit Issuer hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Letter of Credit Issuer, as the case may be, under this Credit Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

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(d) Evidence of Payments. Upon request by Borrower or Administrative Agent, as the case may be, after any payment of Taxes by Borrower or by Administrative Agent to a Governmental Authority as provided in this Section 4.01, Borrower shall deliver to Administrative Agent or Administrative Agent shall deliver to Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Borrower or Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation.

(i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or by the taxing authority of any jurisdiction, or such other documentation as reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine (a) whether or not such Lender is subject to backup withholding or information reporting requirements, (b) whether or not specific payments made hereunder are subject to the same and, if so, the required rate of withholding or deduction, and (c) whether or not such Lender is entitled to any available exemption from, or reduction of, applicable Taxes in respect of such payments. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, if Borrower is a U.S. Person:

(A) any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), copies of an executed IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:

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(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party: (x) with respect to payments of interest under any Loan Document, copies of an executed IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty; and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) copies of an executed IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code; (x) a certificate substantially in the form of Exhibit P-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”); and (y) copies of an executed IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, copies of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit P-2 or Exhibit P-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one (1) or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit P-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made; and

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(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement.

(iii) Each Lender (A) agrees that if any form or certification it previously delivered pursuant to this Section 4.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so; and (B) agrees to take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its lending office for the Loans in accordance with Section 4.06(a)) to avoid any requirement pursuant to applicable Laws that the Loan Parties or Administrative Agent make any withholding or deduction for Taxes from amounts otherwise payable to such Lender.

(iv) If the Administrative Agent is a U.S. Person, it shall deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement two (2) duly completed copies of IRS Form W-9. If the Administrative Agent is not a U.S. Person, it shall provide to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower): (i) two (2) duly executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account, and (ii) with respect to any amounts payable to the Administrative Agent on behalf of the Lenders, two (2) duly executed copies of IRS Form W-8IMY confirming that the Administrative Agent agrees to be treated as a “United States person” for U.S. federal withholding Tax purposes (as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations) and the payments it receives for the account of such Lenders are not effectively connected with the conduct of its trade or business in the United States, with the effect that the Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States. The Administrative Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Letter of Credit Issuer, or have any obligation to pay to any Lender or the Letter of Credit Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Letter of Credit Issuer, as the case may be. If any Recipient determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 4.01, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 4.01 with

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respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower, upon the request of such Recipient, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (f), in no event will the applicable Recipient be required to pay any amount to Borrower pursuant to this subsection (f) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection (f) shall not be construed to require the Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other Person.

(g) Survival. Each party’s obligations under this Section 4.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the Letter of Credit Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

4.02 Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined with reference to any Relevant Rate, or to determine or charge interest rates based upon any Relevant Rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to engage in reverse repurchase of U.S. Treasury securities transactions of the type included in the determination of SOFR then, on notice thereof by such Lender to Borrowers through Administrative Agent any obligation of such Lender to make or continue Loans with reference to such Relevant Rate or to convert Loans to Loans with reference to such Relevant Rate shall be suspended, in each case until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to Administrative Agent), prepay, or, in the event any applicable Daily SOFR Loans or Term Rate Loans are so affected, convert all such Loans of such Lender to Base Rate Loans, either on the next Interest Payment Date with respect to Daily SOFR Loans or on the last day of the Interest Period therefor with respect to Term Rate Loans, if such Lender may lawfully continue to maintain such Term Rate Loans to such day, or, if such Lender may not lawfully continue to maintain Term Rate Loans, immediately. Upon any such prepayment or conversion, each Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 4.05. Upon any conversion of the applicable Loans to Base Rate Loans, and for the duration of the unavailability of the Relevant Rate under this Section 4.02, the terms “Term SOFR” or “Daily Simple SOFR”, as applicable, and “Term Rate Loan” or “Daily SOFR Loan”, as applicable, in this Credit Agreement and the other Loan Documents shall be deemed to refer to “Base Rate” and “Base Rate Loan”.

4.03 Inability to Determine Rate; Market Disruption.

(a) Market Disruption; SOFR. If, in connection with any request for a Term SOFR Loan or Daily SOFR Loan, including any conversion or continuation thereof: (A) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 4.03(b), and the circumstances under Section 4.03(b)(i) or the Scheduled Unavailability Date has occurred, or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest

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Period with respect to a proposed Term SOFR Loan, or (iii) adequate and reasonable means do not otherwise exist for determining Daily Simple SOFR in connection with an existing or proposed Daily SOFR Loan, or (B) Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period or Daily Simple SOFR with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan; then, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Term SOFR Loans, Daily SOFR Loans, or to convert Daily SOFR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Loans) until Administrative Agent (or, as applicable, Required Lenders) revokes such notice. Upon receipt of such notice, (1) Borrower may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR Loans or Daily SOFR Loans (to the extent of the affected Term SOFR Loans, Daily SOFR Loans, or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein, (2) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period, and (3) any outstanding Daily SOFR Loans shall immediately be deemed to have been converted to Base Rate Loans.

(b) Successor Rates. Notwithstanding anything to the contrary in this Credit Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Borrower or Required Lenders notify Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that Borrowers or Required Lenders (as applicable) have determined, that:

(i) If adequate and reasonable means do not exist for ascertaining any relevant Interest Period of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent or CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which the applicable interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. Dollar-denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which such interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a time and date determined by Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily SOFR for any payment period for interest calculated that can be determined by Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document (the “Successor Rate”).

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Notwithstanding anything to the contrary herein, (x) if Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (y) if the events or circumstances of the type described in clauses (i) or (ii) above have occurred with respect to Daily Simple SOFR or the Successor Rate then in effect, then in each case, Administrative Agent and Borrower may amend this Credit Agreement solely for the purpose of replacing Term SOFR, Daily Simple SOFR, and/or any then current Successor Rate in accordance with this Section 4.03 at any relevant interest payment date or the end of any payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. Dollar-denominated credit facilities for such alternative benchmarks. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. Dollar-denominated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after Administrative Agent has posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to Administrative Agent written notice that such Required Lenders object to such amendment.

(c) Notice and Implementation.

(i) Administrative Agent will promptly (in one or more notices) notify Borrower and each Lender in writing of the implementation of any Successor Rate.

(ii) Any Successor Rate shall be applied in a manner substantially consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent.

(iii) Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Credit Agreement and the other Loan Documents.

(iv) In connection with the implementation of a Successor Rate, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effective.

4.04 Increased Costs Generally.

(a) Change in Law. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Letter of Credit Issuer;

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(ii) subject any Recipient to any Taxes (other than: (A) Indemnified Taxes; (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes; and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the Letter of Credit Issuer or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to continuing, or maintaining any Loan the interest on which is determined by reference to SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Letter of Credit Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Letter of Credit Issuer, Borrower will pay to such Lender or the Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Letter of Credit Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the Letter of Credit Issuer determines that any Change in Law affecting such Lender or the Letter of Credit Issuer or any Lending Office of such Lender or such Lender’s or the Letter of Credit Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Letter of Credit Issuer’s capital or on the capital of such Lender’s or the Letter of Credit Issuer’s holding company, if any, as a consequence of this Credit Agreement, the Commitment of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Letter of Credit Issuer, to a level below that which such Lender or the Letter of Credit Issuer or such Lender’s or the Letter of Credit Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Letter of Credit Issuer’s policies and the policies of such Lender’s or the Letter of Credit Issuer’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Letter of Credit Issuer or such Lender’s or the Letter of Credit Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the Letter of Credit Issuer setting forth the amount or amounts necessary to compensate such Lender or the Letter of Credit Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender or the Letter of Credit Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section 4.04 shall not constitute a waiver of such Lender’s or the Letter of Credit Issuer’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender or the Letter of Credit Issuer pursuant to the foregoing provisions of this Section 4.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Letter of Credit Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Letter of Credit Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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4.05 Compensation for Losses. Upon demand of any Lender (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (but not lost profits) actually incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Term Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Term Rate Loan on the date or in the amount notified by Borrower; or

(c) any assignment of a Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 13.12;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by Borrower to the Lenders under this Section 4.05, each Lender shall be deemed to have funded each Term Rate Loan made by it at the Term Rate for such Loan by a matching deposit or other borrowing in the applicable interbank market for a comparable amount and for a comparable period, whether or not such Loan was in fact so funded.

4.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 4.04, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the Letter of Credit Issuer or any Governmental Authority for the account of any Lender or the Letter of Credit Issuer pursuant to Section 4.01, or if any Lender or the Letter of Credit Issuer gives a notice pursuant to Section 4.02, then, at the request of Borrower, such Lender or the Letter of Credit Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Letter of Credit Issuer, such designation or assignment: (i) would eliminate or reduce amounts payable pursuant to Section 4.01 or Section 4.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 4.02, as applicable; and (ii) in each case, would not subject such Lender or the Letter of Credit Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Letter of Credit Issuer, as the case may be. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Letter of Credit Issuer in connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests compensation under Section 4.04 or if Borrower is required to pay Indemnified Taxes or any additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.01, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 4.06(a), if such designation would eliminate the need for compensation or additional payments to such Lender by Borrower, then Borrower may replace such Lender in accordance with Section 13.12.

(c) Survival. Borrower’s obligations under this Section 4 shall survive termination of the aggregate Commitments, repayment of all other Obligations hereunder, and resignation of Administrative Agent.

5. SECURITY.

5.01 Liens and Security Interest. To secure performance by the Loan Parties, directly or indirectly (as the case may be), of the payment and performance of the Obligations:

(a) (i) Each Guarantor and its General Partner, as applicable, shall grant to Administrative Agent, for the benefit of each of the Secured Parties: (A) an exclusive, perfected, first priority security interest and lien in and to each applicable Collateral Account pursuant to an Assignment of Account for the Collateral Account and will enter into a Control Agreement with respect thereto; and (B) to the extent of their respective interests therein, an exclusive, perfected, first priority security interest and Lien in and to the Collateral, including, without limitation, Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation, any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising. (ii) In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ right of setoff, each Guarantor hereby irrevocably appoints Administrative Agent as subscription agent and the sole party entitled in the name of such Guarantor upon the occurrence and during the continuance of an Event of Default, for the sole purpose of repaying the Obligations, to make any Capital Calls upon the Investors pursuant to the terms of the applicable Subscription Agreement and the Governing Agreement.

(b) (i) Each Approved Intermediary and its General Partner or managing member, as the case may be, shall grant to the applicable Guarantor, to the extent of their respective interests therein, an exclusive, perfected, first priority security interest and Lien in and to the Collateral, including, without limitation, the Capital Calls, Capital Commitments and Capital Contributions, including, without limitation, any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof, pursuant to the applicable Intermediary Collateral Documents, related financing statements, and other documents satisfactory to the applicable Guarantor, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising. (ii) Each Guarantor shall collaterally assign to Administrative Agent, for the benefit of each of the Secured Parties, such Guarantor’s rights, titles, and interests in the Collateral of such Approved Intermediaries, including, without limitation, any rights to make such Capital Calls, receive payment of such Capital Commitments and enforce the payment thereof

5.02 Collateral Accounts; Capital Calls.

(a) Guarantor Collateral Accounts.

(i) Initial Guarantor shall require that all Investors wire-transfer to Bank of America, N.A., for further credit to Account No. 488106955493, reference “Invesco Commercial Real Estate Finance Trust, Inc. Collateral Account” (the “Initial Guarantor Collateral Account”), all monies or sums paid or to be paid by any Investor to the capital of Initial Guarantor as Capital Contributions as and when Capital Contributions are called pursuant to the Capital Call Notices. In addition, Initial Guarantor shall, upon receipt, deposit in the Collateral Account described above any payments and monies that Initial Guarantor receives directly from its Investors as Capital Contributions.

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(ii) Any additional Guarantor shall require that all Investors in such Person wire-transfer to Bank of America, N.A., for further credit to an account to be established (each, an “Additional Guarantor Collateral Account”), all monies or sums paid or to be paid by any Investor to the capital of such Guarantor as Capital Contributions as and when Capital Contributions are called pursuant to the Capital Call Notices. In addition, such Guarantor shall, upon receipt, deposit in such Additional Guarantor Collateral Account described above any payments and monies that such Guarantor receives directly from its Investors as Capital Contributions.

The Initial Guarantor Collateral Account and each Additional Guarantor Collateral Account (if any) are herein, collectively, the “Guarantor Collateral Accounts.”

(b) Approved Intermediary Collateral Accounts. In order to secure further the payment and the performance of the Obligations, the Loan Parties will direct each Approved Intermediary to require (and each such Approved Intermediary will agree, pursuant to the applicable Subscription Acknowledgment and Undertaking, to require) that the Investors in such Approved Intermediary wire-transfer to Bank of America, N.A., for further credit to an account to be established (each, an “Approved Intermediary Collateral Account” and, collectively with the Guarantor Collateral Accounts, the “Collateral Accounts”) all monies or sums paid or to be paid by any such Investor to the capital of such Approved Intermediary as Capital Contributions as and when Capital Contributions are called pursuant to the applicable Capital Call Notices. In addition, the Loan Parties will direct the applicable Approved Intermediaries to deposit (and each such Approved Intermediary will agree, pursuant to the applicable Subscription Acknowledgment and Undertaking, to deposit) into the applicable Approved Intermediary Collateral Account any payments and monies that such Approved Intermediary receives as Capital Contributions.

(c) No Duty. Notwithstanding anything to the contrary herein contained, it is expressly understood and agreed that neither Administrative Agent, Letter of Credit Issuer, nor any Lender undertakes any duties, responsibilities, or liabilities with respect to Capital Calls (except that Administrative Agent will comply with the provisions of each applicable Governing Agreement or the REIT Governing Documents with respect to timing and the provision of written notice, and with the requirements for making Capital Calls pursuant to the Loan Documents). None of them shall be required to refer to the Constituent Documents of any Guarantor or Approved Intermediary or take any other action with respect to any other matter which might arise in connection with such Constituent Documents or the Subscription Agreements, or any Capital Call (except with respect to those made by Administrative Agent in the name of such Guarantor or Approved Intermediary, which shall comply with the provisions of each applicable Governing Agreement or the REIT Governing Documents with respect to the issuance of Capital Calls, including with respect to timing, the provision of written notice and other requirements for making Capital Calls, and with the Loan Documents). None of them shall have any duty to determine or inquire into any happening or occurrence or any performance or failure of performance of any Guarantor, Approved Intermediary or any Investor. None of them has any duty to inquire into the use, purpose, or reasons for the making of any Capital Call or with respect to the investment or the use of the proceeds thereof.

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(d) Capital Calls. In order that Lenders may monitor the Collateral and the Capital Commitments, no Guarantor and no Approved Intermediary, as applicable, shall issue any Capital Call Notice or otherwise request, notify, or demand that any Investor make any Capital Contribution, without delivering to Administrative Agent (which delivery may be via facsimile) simultaneously with delivery of the Capital Call Notices to any Investors, copies of the Capital Call Notice for each Investor from whom a Capital Contribution is being sought. Concurrently with the delivery of any Capital Call Notice, each Guarantor will deliver to Administrative Agent a Borrowing Base Certificate, demonstrating that the Available Loan Amount will not exceed the Principal Obligations after application of the subject Capital Contributions in accordance with the terms of the Capital Call Notice. Each Guarantor will deliver a report of all Investors failing to fund their Capital Contributions delivered every five Business Days beginning with the fifth (5th) Business Day following the date when such Capital Contributions are initially due pursuant to the related Capital Call therefor and ending once all Investors have funded their Capital Contributions. For the avoidance of doubt, such report will not be required if there are no Investors that have failed to fund their Capital Contributions.

(e) Use of Account. Any Guarantor or Approved Intermediary, as applicable, may withdraw funds from the applicable Collateral Account at any time or from time to time and has exclusive ownership and control over the Collateral Account, so long as at the time of such withdrawal and after giving effect thereto no Cash Control Event has occurred and is continuing, unless, in the case of a mandatory prepayment, such Guarantor or Approved Intermediary, as applicable, has directed such withdrawn funds to be paid to Administrative Agent to pay any outstanding Mandatory Prepayment Amount, or otherwise to pay any outstanding Obligations, in which case Administrative Agent may restrict withdrawals to be directed to such purpose, and shall not deliver an Activation Notice (as defined in the Control Agreement) under the Control Agreement unless a distinct Cash Control Event has occurred and is continuing, or results from an Event of Default in making such mandatory prepayment or payment of Obligations. Any withdrawal by a Guarantor or Approved Intermediary, as applicable, from the applicable Collateral Account shall be deemed a representation and warranty that no Cash Control Event exists at such time or would result from such withdrawal. Upon the occurrence of any Cash Control Event, the Administrative Agent is authorized to take exclusive control of the Collateral Accounts. Administrative Agent, on behalf of Secured Parties, is hereby authorized, in the name of any Guarantor or Approved Intermediary, as applicable, at any time or from time to time upon the occurrence and while an Event of Default exists, to notify any or all parties obligated to such Guarantor or Approved Intermediary, as applicable, with respect to the Capital Commitments to make all payments due or to become due thereon directly to Administrative Agent on behalf of the Secured Parties, at a different account number, or to initiate one (1) or more Capital Call Notices in order to pay the Obligations. Regardless of any provision hereof, in the absence of gross negligence or willful misconduct by Administrative Agent or the other Secured Parties, none of the Secured Parties shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon. Administrative Agent shall give such Guarantor or Approved Intermediary, as applicable, prompt notice of any action taken pursuant to this Section 5.02(e), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of any Guarantor or Approved Intermediary, as applicable, with respect to such action.

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5.03 Approved Intermediary Collateral Documents. Each Approved Intermediary shall deliver such documentation as is reasonably requested by Administrative Agent, and in each case in form and substance reasonably satisfactory to Administrative Agent, in order to provide to Secured Parties the full benefit of the intended Collateral, including without limitation: (a) an agreement, directed to the Approved Intermediary, of Investors that are investors in such Approved Intermediary to make capital contributions when called; (b) an assignment and pledge by such Approved Intermediary of such capital commitments, the related collateral account, and the right to call capital contributions; and (c) agreements of such Approved Intermediary similar to those agreements of Guarantors delivered pursuant to this Credit Agreement, including, without limitation, with respect to preservation of capital commitments of Investors, obligations to make capital contributions, limitations of amendments to constituent documents and restrictions on transfers of interests.

5.04 Subordination of Claims. As used herein, the term “Subordinated Claims” means, with respect to each Loan Party and General Partner and Approved Intermediaries, all debts and liabilities between or among any two (2) or more of such Persons, and, as to Investors, all debts and liabilities between any such Investor and any Loan Party or General Partner or Approved Intermediary, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of such Person or Persons thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Borrower, any Guarantor, General Partner or any Approved Intermediary (including, without limitation, by setoff pursuant to the terms of any applicable agreement). Subordinated Claims shall include without limitation all rights and claims of Borrower, any Guarantor, General Partner or any Approved Intermediary against an Investor under the Constituent Documents of such Person or under the Subscription Agreements. At any time that the Principal Obligation exceeds the Available Loan Amount, and until the mandatory prepayment pursuant to Section 3.04 in connection therewith, if any, shall be paid and satisfied in full, or, during the existence and continuation of an Event of Default, neither Borrower nor any Guarantor nor General Partner nor any Approved Intermediary shall receive or collect, directly or indirectly any amount upon the Subordinated Claims, other than to obtain funds required to make any mandatory prepayment pursuant to Section 3.04; provided that, unless (a) General Partner or Invesco, Ltd. or any of its Affiliates is in default with respect to its obligations to fund Capital Contributions; or (b) an Event of Default or Potential Default under Section 11.01(a), 11.01(h), 11.01(i) or a Mandatory Prepayment Event has occurred and is continuing, management fees shall be permitted to be paid to General Partner (or its Affiliate designated to receive management fees, as applicable), pursuant to the terms of the applicable Governing Agreement, the REIT Governing Documents or the Advisory Agreement, as applicable; provided further, the foregoing shall not restrict the Loan Parties’ ability to make the distributions set forth in Section 10.09.

Any liens, security interests, judgment liens, charges, or other encumbrances upon any Person’s assets securing payment of Subordinated Claims, including, but not limited to, any liens or security interests on an Investor’s Subscribed Interest in any Guarantor or in any Approved Intermediary, as applicable, shall be and remain inferior and subordinate in right of payment and of security to any liens, security interests, judgment liens, charges, or other encumbrances upon an Investor’s assets securing such Investor’s obligations and liabilities to Secured Parties pursuant to any of the Collateral Documents executed by such Person, regardless of whether such encumbrances in favor of Borrower, any Guarantor, General Partner, any Approved Intermediary or Secured Parties presently exist or are hereafter created or attach. Without the prior written consent of Administrative Agent, during the existence and continuation of an Event of Default, neither Borrower, nor any Guarantor, nor General Partner, nor any Approved Intermediary shall: (a) exercise or enforce any creditor’s or partnership right it may have against an Investor; (b) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation, the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief, or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of such Investor held by such Person; or (c) exercise any rights or remedies against an Investor under the Constituent Documents of such Person or the Subscription Agreements, provided that any action taken by Administrative Agent or the other Secured Parties in the name of Borrower, any Guarantor, General Partner or any Approved Intermediary, or any action taken by Borrower, any Guarantor, General Partner or any Approved Intermediary that is required under any Loan Document or to comply with any Loan Document, shall not be a violation of this Section 5.04.

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6. GUARANTY.

6.01 Guaranty of Payment. Subject to the limitation set forth below, Guarantors hereby absolutely, irrevocably and unconditionally, and jointly and severally guarantee to each Lender, the Letter of Credit Issuer, and Administrative Agent the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) and the timely performance of all other obligations under this Credit Agreement and the other Loan Documents (the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and not of collection and is a continuing guaranty and shall apply to all of the Obligations whenever arising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of any Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws).

6.02 Obligations Unconditional. The obligations of Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. Each Guarantor agrees that this Guaranty may be enforced by Secured Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Documents or any collateral, if any, hereafter securing the Obligations or otherwise and each Guarantor hereby waives the right to require any Secured Party to make demand on or proceed against any Loan Party or any other Person (including a co-guarantor) or to require any Secured Party to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Loan Party or any other guarantor of the Obligations for amounts paid under this Guaranty until such time as the Obligations have been indefeasibly paid in full in cash, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from any Secured Party in connection with monies received under the Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Guarantor’s obligations hereunder; it being the purpose and intent of each Guarantor that, subject to such Guarantor’s rights to raise defenses to payment that would be available to it if such Guarantor were named as the “Borrower” hereunder rather than as a Guarantor, its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. No Guarantor’s obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Loan Party or by reason of the bankruptcy or insolvency of any Loan Party. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Obligations, and any part of them, shall

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conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between any Loan Party, on the one (1) hand, and any Secured Party, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor hereby subordinates to the Obligations all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Guarantor by any other Loan Party; provided, however, that Borrower may make distributions consistent with the terms of Section 10.09.

6.03 Modifications. Each Guarantor agrees that: (a) all or any part of the Collateral now or hereafter held for the Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) none of the Secured Parties shall have any obligation to protect, perfect, secure or insure any such security interests, liens or encumbrances now or hereafter held, if any, for the Obligations; (c) the time or place of payment of the Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) any Loan Party and any other party liable for payment under the Loan Documents may be granted indulgences generally; (e) any of the provisions of the Notes or any of the other Loan Documents, including, without limitation, this Credit Agreement (except for this Section 6) may be modified, amended or waived; (f) any party (including any co-guarantor) liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance for the credit of any Loan Party or any other party liable for the payment of the Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Obligations, all without notice to or further assent by Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.

6.04 Waiver of Rights. Each Guarantor expressly waives to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by the Secured Parties and of all extensions of credit to Borrower by the Secured Parties; (b) presentment and demand for payment or performance of any of the Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Credit Agreement) with respect to the Obligations or with respect to any security therefor; (d) notice of the Secured Parties obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Secured Parties subordinating, compromising, discharging or releasing such security interests, liens or encumbrances, if any; and (e) all other notices to which any Guarantor might otherwise be entitled.

6.05 Reinstatement. Notwithstanding anything contained in this Credit Agreement or the other Loan Documents, the obligations of a Guarantor under this Section 6 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify each Secured Party on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

6.06 Remedies. Each Guarantor agrees that, as between such Guarantor, on the one (1) hand, and the Secured Parties, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 11.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11.02) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Obligations from becoming automatically due and payable)

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as against any other Person and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by such Guarantor. Each Guarantor acknowledges and agrees that its obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Secured Parties may exercise their remedies thereunder in accordance with the terms thereof.

6.07 Subrogation. Each Guarantor agrees that, until the indefeasible payment of the Obligations in full in cash and the termination of the Commitments, it will not exercise, and hereby waives, any right of reimbursement, subrogation, contribution, offset, indemnification or other claims against any other Loan Party or any other guarantor of the Obligations, arising by contract or operation of law in connection with any payment made or required to be made by such Guarantor under this Credit Agreement or the other Loan Documents. After the indefeasible payment in full in cash of the Obligations (other than any part of the Obligations that represents contingent contractual indemnities) and the termination of the Commitments, a Guarantor shall be entitled to exercise against any other Loan Party all such rights of reimbursement, subrogation, contribution, indemnification and offset, and all such other claims, to the fullest extent permitted by law.

6.08 Joint and Several Liability. Each Guarantor acknowledges, agrees, represents and warrants the following:

(a) Inducement. The Lenders have been induced to make the Loans to, and the Letter of Credit Issuer has been induced to issue Letters of Credit for the account of, the Loan Parties in part based upon the assurances by each Guarantor that each Guarantor desires that the obligations under this Guaranty be honored and enforced as separate obligations of each Guarantor, should Administrative Agent, the Lenders and the Letter of Credit Issuer desire to do so.

(b) Combined Liability. Notwithstanding the foregoing, Guarantors shall be jointly and severally liable to the Secured Parties for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Loans, the Letters of Credit and the other Guaranteed Obligations, and the Secured Parties may at their option enforce the entire amount of the Loans, the Letters of Credit and the other Guaranteed Obligations against any one (1) or more Guarantors.

(c) Separate Exercise of Remedies. Administrative Agent (on behalf of the Secured Parties) may exercise remedies against each Guarantor and its property separately, whether or not Administrative Agent exercises remedies against any other Guarantor or its property. Administrative Agent may enforce one (1) or more Guarantors’ obligations without enforcing any other Guarantor’s obligations and vice versa. Any failure or inability of Administrative Agent to enforce one (1) or more Guarantors’ obligations shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Guarantor. If Administrative Agent forecloses or exercises similar remedies under any one (1) or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Secured Parties from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state Law.

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7. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.

7.01 Conditions to Initial Credit Extension. The obligation of each Lender and the Letter of Credit Issuer to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) Documentation. The receipt by Administrative Agent, on or before the Closing Date, of the following, in an original, telecopy or electronic version (such as a “pdf” file) (followed promptly by originals) unless otherwise specified, each, as applicable, properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent and each of the Lenders:

(i) Credit Agreement. This Credit Agreement, duly executed and delivered by Borrower, each Guarantor and, if applicable each Approved Intermediary;

(ii) Notes. Notes, drawn to the order of each Lender, duly executed and delivered by Borrower;

(iii) Security Agreement. The Security Agreements, duly executed and delivered by Guarantors (and, if applicable, each Approved Intermediary), as applicable, and General Partner;

(iv) Assignment of Account; Deposit Account Control Agreements. (A) The Assignments of Account, each duly executed and delivered by the applicable Guarantors and, if applicable, Approved Intermediaries; and (B) one (1) or more deposit account control agreements or blocked account control agreements, as applicable, in respect of the Collateral Accounts, in form and substance satisfactory to Administrative Agent, duly executed and delivered by the applicable Guarantors and, if applicable, Approved Intermediaries, Administrative Agent and the applicable depository bank;

(v) Approved Intermediary Collateral Documents. Each Collateral Document with respect to any Approved Intermediary, or confirmations of the same in form and substance satisfactory to Administrative Agent, executed and delivered by the parties thereto;

(vi) Financing Statements.

(A) searches of Uniform Commercial Code (“UCC”) filings (or their equivalent) in each jurisdiction where a filing has been or would need to be made in order to perfect the Secured Parties’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist, or, if necessary, copies of proper financing statements, if any, filed on or before the date hereof necessary to terminate all security interests and other rights of any Person in any Collateral previously granted; and

(B) duly authorized UCC financing statements, and any amendments thereto, or assignments thereof, for each appropriate jurisdiction as is necessary, in Administrative Agent’s sole discretion, to perfect the Secured Parties’ security interest in the Collateral;

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(vii) Evidence of Authority. Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party, each Approved Intermediary and General Partner as Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Loan Documents to which such Loan Party, such Approved Intermediary or General Partner is a party;

(viii) Constituent Documents. Such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each such Person’s Constituent Documents, certificates of good standing and/or qualification to engage in business and tax clearance certificates;

(ix) Intermediary Constituent Documents. True and complete copies of the Constituent Documents of any Approved Intermediary, together with certificates of existence and good standing (or other similar instruments) of such Approved Intermediary, in each case as in effect on the date hereof, in each case reasonably satisfactory to Administrative Agent;

(x) Responsible Officer Certificate. A certificate from a Responsible Officer of each Loan Party and each Approved Intermediary, stating that: (A) all of the representations and warranties contained in Section 8 and the other Loan Documents made by such Loan Party and such Approved Intermediary are true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” in respect of such representations and warranties) as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to Lenders and do not constitute an Event of Default or, to the knowledge of such Loan Party or such Approved Intermediary, a Potential Default under this Credit Agreement or any other Loan Document); and (B) no event has occurred and is continuing, or would result from the Credit Extension, which constitutes an Event of Default or, to its knowledge, a Potential Default;

(xi) Opinion of Counsel. A favorable opinion of Mayer Brown LLP, counsel to the General Partner, and, as applicable, a favorable opinion of counsel to any Approved Intermediary, each covering such matters relating to the transactions contemplated hereby as reasonably requested by Administrative Agent, and in a form reasonably acceptable to Administrative Agent. The General Partner hereby requests that such counsel deliver such opinions;

(xii) ERISA Deliverables. With respect to each Loan Party, an Operating Company Opinion addressed to the Administrative Agent and the other Secured Parties (or if addressed to the Loan Parties or General Partner, a copy of such Operating Company Opinion, along with a reliance letter addressed to Administrative Agent and the other Secured Parties) from counsel to such Loan Party; provided, however, if a Loan Party does not intend to qualify as an Operating Company in order to avoid holding Plan Assets, and it is reasonable for such Loan Party to conclude that its underlying assets will not constitute Plan Assets throughout the remaining term of this Credit Agreement due to satisfaction of another exception to holding Plan Assets (other than the Operating Company exceptions), then such Loan Party may deliver a No Plan Asset Certificate to Administrative Agent in lieu of providing an Operating Company Opinion;

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(xiii) Investor Documents. From the applicable Guarantor or Approved Intermediary regarding each Investor: (A) a copy of such Investor’s duly executed Subscription Agreement and Side Letter, if any, and Credit Link Document, if applicable, and (B) from each Investor that is a governmental entity, such information with respect to sovereign immunity relating to such Investor as is reasonably required by Administrative Agent or the Lenders; provided, that Administrative Agent may waive one (1) or more of any of the foregoing requirements (other than as set forth in the preceding clause (ix)) with respect to non-Included Investors;

(b) Fees; Costs and Expenses. Payment of all fees and other amounts due and payable by any Loan Party to Administrative Agent, Arranger or the other Secured Parties on or prior to the date hereof and, to the extent invoiced, reimbursement or payment of all reasonable expenses required to be reimbursed or paid by Borrower hereunder, including the reasonable fees and disbursements invoiced through the date hereof of Administrative Agent’s special counsel, Haynes and Boone, LLP, but excluding any fees and disbursements of legal counsel to any other Lender;

(c) “Know Your Customer” Information and Documents.

(i) Upon the reasonable request of any Secured Party made at least ten (10) days prior to the Closing Date, each Loan Party will have provided to such Secured Party, and such Secured Party shall be reasonably satisfied with, the documentation and other information so requested so that each of the Loan Parties is KYC Compliant, in each case at least five days prior to the Closing Date; and

(ii) At least five days prior to the Closing Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Borrower shall deliver to each Secured Party that so requests, a Beneficial Ownership Certification with respect to Borrower.

(d) Additional Information. The receipt by Administrative Agent of such other information and documents as may reasonably be required by Administrative Agent and its counsel.

Without limiting the generality of the provisions of the last paragraph of Section 12.03, for purposes of determining compliance with the conditions specified in this Section 7.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto;

7.02 All Loans and Letters of Credit. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type of Loan, or a continuation of Term Rate Loans) is subject to the following conditions precedent that:

(a) Representations and Warranties. The representations and warranties of Borrower and each other Loan Party contained in Section 8 or in any other Loan Document, or which are contained in any document furnished at any time or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” in respect of such

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representations and warranties) on and as of the date of any such Credit Extension, except: (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” in respect of such representations and warranties) as of such earlier date; (ii) that for purposes of this Section 7.02(a), the representations and warranties contained in Section 8.08 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; and (iii) to the extent of changes in facts or circumstances that have been disclosed in writing to Lenders and do not constitute an Event of Default or, to the knowledge of such Loan Party, a Potential Default under this Credit Agreement or any other Loan Document;

(b) No Default. No Event of Default or Potential Default exists at such date;

(c) Loan Notice; Borrowing Base Certificate. Administrative Agent shall have received a Loan Notice and a Borrowing Base Certificate;

(d) Application. In the case of a Letter of Credit, the Letter of Credit Issuer shall have received a Request for Credit Extension executed by Borrower, and shall have countersigned the same;

(e) No Investor Excuses. Other than as disclosed to Administrative Agent in writing, the Loan Parties have no knowledge that any Investor would be entitled to exercise any withdrawal, excuse or exemption right under the Constituent Documents of any Guarantor or Approved Intermediary, such Investor’s Subscription Agreement or any Side Letter with respect to any investment being acquired in whole or in part with any proceeds of the related Loan or Letter of Credit; and

(f) Fees; Costs and Expenses. Payment of all fees and other amounts due and payable by any Loan Party on or prior to the date of such Credit Extension and, to the extent invoiced, reimbursement or payment of all reasonable expenses required to be reimbursed or paid by Borrower hereunder, including the reasonable fees and disbursements invoiced through the date of such Credit Extension of Administrative Agent’s special counsel, Haynes and Boone, LLP.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type of Loan, or a continuation of Term Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.02(a) and 7.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

8. REPRESENTATIONS AND WARRANTIES. To induce Lenders to make the Loans and cause the issuance of Letters of Credit hereunder, each Loan Party, as applicable, represents and warrants to the Secured Parties that:

8.01 Organization and Good Standing of Borrower. Borrower is a limited partnership duly organized and validly existing under the laws of Delaware, has the requisite power and authority to own its properties and assets and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where the nature of the business conducted or the property owned or leased requires such qualification or where the failure to be so qualified to do business would have a Material Adverse Effect.

8.02 Organization and Good Standing of Initial Guarantor. Initial Guarantor is a corporation duly organized and validly existing under the laws of Maryland, has the requisite power and authority to own its properties and assets and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where the nature of the business conducted or the property owned or leased requires such qualification or where the failure to be so qualified to do business would have a Material Adverse Effect.

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8.03 Organization and Good Standing of Other Loan Parties. Each Loan Party and General Partner (other than Borrower and Initial Guarantor): (a) is duly organized or duly incorporated, as applicable, validly existing and in good standing under the laws of its jurisdiction of formation; (b) has all requisite power and authority to own or lease its properties and assets and to carry on its business as now conducted, and (c) is duly qualified and licensed to do business, and, as applicable, in good standing under the Laws of each jurisdiction where the nature of the business conducted or the property owned or leased requires such qualification except where the failure to be so qualified to do business would not be expected to have a Material Adverse Effect.

8.04 Authorization and Power. Each Loan Party and General Partner has the partnership, limited liability company or corporate power, as applicable, and requisite authority to execute, deliver, and perform their respective obligations under this Credit Agreement, the Notes, and the other Loan Documents to be executed by it. Each Loan Party and General Partner is duly authorized to, and has taken all partnership, limited liability company and corporate action, as applicable, necessary to authorize each of them to execute, deliver, and perform their respective obligations under this Credit Agreement, the Notes, and such other Loan Documents and are duly authorized to perform their respective obligations under this Credit Agreement, the Notes, and such other Loan Documents.

8.05 No Conflicts or Consents. None of the execution and delivery of this Credit Agreement, the Notes, or the other Loan Documents, the consummation of any of the transactions herein or therein contemplated, or the compliance with the terms and provisions hereof or with the terms and provisions thereof, will contravene or conflict, in any material respect, with any provision of law, statute, or regulation to which any Loan Party or General Partner is subject, or any of the Constituent Documents of any Loan Party or General Partner, or any judgment, license, order, or permit applicable to any Loan Party or General Partner or any indenture, mortgage, deed of trust, or other agreement or instrument to which any Loan Party or General Partner is a party or by which any Loan Party or General Partner may be bound, or to which any Loan Party or General Partner may be subject, except for such contravention of conflicts that would not, individually or in the aggregate, have a Material Adverse Effect, nor will such execution, delivery, consummation or compliance result in the creation or imposition of a Lien on any of the properties or assets of any Loan Party or any of its Subsidiaries or Affiliates, other than Liens on the Collateral in favor of Administrative Agent pursuant to the Loan Documents. No consent, approval, authorization, or order of any court or Governmental Authority or third party is required in connection with the execution and delivery, or performance, by any Loan Party or General Partner of the Loan Documents or to consummate the transactions contemplated hereby or thereby.

8.06 Enforceable Obligations. This Credit Agreement, the Notes and the other Loan Documents to which it is a party are the legal and binding obligations of each Loan Party and General Partner, as applicable, enforceable in accordance with their respective terms, subject to Debtor Relief Laws and equitable principles.

8.07 Priority of Liens. The Collateral Documents create, as security for the Obligations, valid and enforceable, exclusive, first priority security interests in and Liens on all of the Collateral in which any Loan Party or General Partner has any right, title or interest, in favor of Administrative Agent for the benefit of the Secured Parties, subject to no other Liens, except Liens in favor of the depository bank (that are subordinated to the Liens hereunder in favor of Administrative Agent and the other Secured Parties) and as enforceability may be limited by Debtor Relief Laws and equitable principles.

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8.08 Financial Condition. Each Loan Party has delivered to Administrative Agent (and, with respect to such requirement on the Closing Date, if such statements, reports and balance sheets are then available): (a) the most-recently available copies of the financial statements and reports described in Section 9.01; or (b) a pro forma balance sheet as of the Closing Date; in each case certified as true and correct by a Responsible Officer of such Loan Party. Such statements fairly present, in all material respects, the financial condition of such Loan Party as of the applicable date of delivery, and the results of such Loan Party’s operations for the period covered thereby, and have been prepared in accordance with GAAP, except as provided therein.

8.09 Full Disclosure. There is no material fact known to any Loan Party or General Partner that any Loan Party or General Partner has not disclosed to Administrative Agent in writing which would reasonably be expected to result in a Material Adverse Effect. No information heretofore furnished by any Loan Party or General Partner in connection with this Credit Agreement, the other Loan Documents or any transaction contemplated hereby or thereby contains any untrue statement of a material fact that would reasonably be expected to result in a Material Adverse Effect.

8.10 No Default. No event has occurred and is continuing which (a) constitutes an Event of Default; or (b) to the knowledge of the Loan Parties constitutes a Potential Default.

8.11 No Litigation. There are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of any Loan Party or General Partner, threatened, against any Loan Party or General Partner that would reasonably be expected to result in a Material Adverse Effect.

8.12 Material Adverse Change. No changes to any Loan Party or General Partner have occurred since the date of the most recent audited financial statements of such Loan Party and General Partner delivered to Lenders which would reasonably be expected to result in a Material Adverse Effect.

8.13 Taxes. To the extent that failure to do so would have a Material Adverse Effect, all tax returns required to be filed by any Loan Party in any jurisdiction have been filed and all taxes (including mortgage recording taxes), assessments, fees, and other governmental charges upon such Loan Party or upon any of its respective properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except for taxes that are being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There is no proposed tax assessment against any Loan Party or, to the best knowledge of such Loan Party, or any basis for such assessment which is material and is not being contested in good faith.

8.14 Jurisdiction of Formation; Principal Office. The jurisdiction of formation of Borrower is Delaware. The jurisdiction of incorporation of Initial Guarantor is Maryland. The principal office, chief executive office and principal place of business of Borrower and Initial Guarantor are located at 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201.

8.15 ERISA Compliance. (a) No Loan Party, no Approved Intermediary nor, except as could not reasonably be expected to have a Material Adverse Effect, any ERISA Affiliate has established, maintains, contributes to, or has any liability with respect to, any Plan; (b) no Loan Party is an entity deemed to hold Plan Assets for purposes of ERISA or the Internal Revenue Code; and (c) assuming (1) that no portion of the assets used by any Lender in connection with the transactions contemplated under the Loan Documents constitute Plan Assets, or (2) if all or a portion of the assets used by any Lender constitute Plan Assets, the Lender that used such assets complies with all of the applicable conditions of a prohibited transaction exemption with respect to such assets, none of the transactions contemplated under the Loan Documents constitutes a “non-exempt prohibited transaction” under Section 4975(c)(1)(A), (B), (C), or (D) of the Internal Revenue Code or Section 406(a) of ERISA that would subject Administrative Agent or the Lenders to pay any tax, penalty, damages or any other claim or relief under the Internal Revenue Code or ERISA.

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8.16 Compliance with Law. Each Loan Party is, to the best of its knowledge, in compliance in all respects with all laws, rules, regulations, orders, and decrees which are applicable to such Loan Party or its properties, including, without limitation, Environmental Laws, to the extent failure to comply would reasonably be expected to have a Material Adverse Effect.

8.17 Hazardous Substances. No Loan Party: (a) has received any notice or other communication or otherwise learned of any Environmental Liability which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect arising in connection with: (i) any non-compliance with or violation of the requirements of any Environmental Law by a Loan Party, or any permit issued under any Environmental Law to such Loan Party; or (ii) the Release or threatened Release of any Hazardous Material into the environment; and (b) to its knowledge, has any threatened or actual liability in connection with the Release or threatened Release of any Hazardous Material into the environment which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.18 Insider. No Loan Party nor General Partner is an “executive officer,” “director,” or “person who directly or indirectly or acting through or in concert with one (1) or more persons owns, controls, or has the power to vote more than 10% of any class of voting securities” (as those terms are defined in 12 U.S.C. §375b or in regulations promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a subsidiary, or of any subsidiary, of a bank holding company of which any Lender is a subsidiary, of any bank at which any Lender maintains a correspondent account, or of any bank which maintains a correspondent account with any Lender.

8.19 Partnership Structure. As of the date hereof, the sole general partner of each Guarantor is General Partner. The Partners of each Guarantor and each Approved Intermediary, as applicable, are set forth on Exhibit A attached hereto and incorporated herein by reference (or on a revised Exhibit A delivered to Administrative Agent in accordance with Section 10.05), and the Capital Commitment of each Investor is set forth on Exhibit A (or on such revised Exhibit A).

8.20 Capital Commitments and Contributions. The aggregate amount of the Unfunded Commitments of all Investors as of the date hereof is $150,000,000. The aggregate amount of the Unfunded Commitments of all Included Investors as of the date hereof is $150,000,000. There are no Capital Call Notices outstanding, and no Investor has delivered a Redemption Notice, except in each case as disclosed in writing to Administrative Agent. To the knowledge of each Loan Party and General Partner, no Investor is in default under the Governing Agreement or its Subscription Agreement. Prior to the date hereof, each of the Guarantors and Approved Intermediaries, as applicable, has satisfied all conditions to its rights to make a Capital Call, including any and all conditions contained in its Constituent Documents or the Subscription Agreements.

8.21 Terms of Guarantors and Approved Intermediaries; No Capital Call Termination Event. (a) no term of any Guarantor or any Approved Intermediary has expired or been terminated; and (b) no Capital Call Termination Event has occurred.

8.22 Investor Documents. Each Investor has executed a Subscription Agreement that has been provided to Administrative Agent. Each Side Letter that has been entered has been provided to Administrative Agent. For each Investor, the Constituent Document (including, without limitation, the Subscription Agreement and any Side Letter delivered to Administrative Agent by such Investor pursuant to this Section 8.22) of the applicable Guarantor or Approved Intermediary, as applicable, sets forth its entire agreement regarding its Capital Commitment.

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8.23 Fiscal Year. The fiscal year of each Loan Party and General Partner is the calendar year.

8.24 Investment Company Act. Neither any Loan Party nor General Partner is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.25 Margin Stock. Neither Borrower nor any other Loan Party or Approved Intermediary is engaged or will engage, principally or as one (1) of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets of any Loan Party or Approved Intermediary only or of any Loan Party or Approved Intermediary and its Subsidiaries on a consolidated basis subject to any restriction contained in any agreement or instrument between Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 11.01(g) will be margin stock.

8.26 Sanctions. No Loan Party, nor any of its Subsidiaries, nor, to the knowledge of any such Loan Party, any director, officer, employee, agent, Affiliate or representative thereof, is an individual or entity that is currently Subject to Sanctions. Each Loan Party and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.

8.27 Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 (as applicable), and other applicable anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

8.28 Credit Facility. Each Guarantor confirms that this Credit Agreement evidences a “Subscription Facility” (or equivalent term) as defined in the REIT Governing Documents or the Governing Agreement, as applicable, of each such Loan Party.

8.29 No Defenses. Each Loan Party knows of no default or circumstance which with the passage of time and/or giving of notice, would reasonably be expected to constitute an event of default under its Constituent Documents, any Subscription Agreement, Side Letter or Credit Link Document which would constitute a defense to the obligations of the Investors to make capital contributions pursuant to a Capital Call to a Guarantor or an Approved Intermediary, in accordance with the Subscription Agreements, the applicable Governing Agreement or the applicable Intermediary Constituent Documents, and has no knowledge of any claims of offset or any other claims of the Investors against any Guarantor, Approved Intermediary or the General Partner which could diminish or adversely affect the obligations of the Investors to make capital contributions and fund Capital Calls in accordance with the Subscription Agreements (and any related Side Letters), the applicable Governing Agreement, the applicable Intermediary Constituent Documents or any Credit Link Document.

8.30 Affected Financial Institution. No Loan Party is an EEA Financial Institution.

8.31 Beneficial Ownership Regulation. As of the Closing Date, the information included in each Beneficial Ownership Certification, if applicable, is true and correct in all respects.

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9. AFFIRMATIVE COVENANTS. So long as Lenders have any commitment to lend hereunder or to cause the issuance of any Letters of Credit hereunder, and until payment in full of the Notes and the performance in full of the Obligations (other than contingent indemnification obligations) under this Credit Agreement and the other Loan Documents, each Loan Party and General Partner agrees that, unless Administrative Agent shall otherwise consent in writing based upon the approval of the Required Lenders (unless the approval of Administrative Agent alone or a different number of Lenders is expressly permitted below):

9.01 Financial Statements, Reports and Notices. Each Loan Party (except as otherwise provided below) shall deliver to Administrative Agent (in electronic format, to the extent practicable) the following:

(a) Annual Statements. As soon as reasonably available and in any event within one hundred twenty (120) days after the end of each fiscal year of Borrower and Initial Guarantor: (i) audited, unqualified consolidated financial statements of Initial Guarantor (which financial statements will subsume financial reporting for each such period of Subsidiaries thereof, which do not issue separate, unconsolidated financial statements), including a consolidated balance sheet of Initial Guarantor and its consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of operations and cash flow statements for such fiscal year prepared by independent public accountants of nationally recognized standing; and (ii) a report setting forth, in reasonable detail and in form and substance satisfactory to Administrative Agent, information concerning the investment activity of Initial Guarantor and Borrower during such year (including, without limitation, all investments acquired by Initial Guarantor and Borrower during such period);

(b) Quarterly Statements. As soon as available and in any event within 60 days after the end of each of the first three (3) quarters of each fiscal year of Borrower and Initial Guarantor: (i)(A) an unaudited consolidated balance sheet of Initial Guarantor and its consolidated Subsidiaries as of the end of such quarter and the related unaudited consolidated statements of operations and cash flow statements for such quarter and for the portion of Initial Guarantor’s fiscal year ended at the end of such quarter; and (B) an unaudited consolidated balance sheet of Initial Guarantor (on a consolidated basis) and the consolidated Subsidiaries thereof as of the end of such quarter and the related unaudited consolidated statements of operations and cash flow statements for such quarter and for the portion of Initial Guarantor’s fiscal year ended at the end of such quarter; and (ii) a report setting forth, in reasonable detail and in form and substance satisfactory to Administrative Agent, information concerning the investment activity of Initial Guarantor and Borrower during such quarter (including, without limitation, all investments acquired by Initial Guarantor and Borrower during such period);

(c) Compliance Certificate. Simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of a Responsible Officer of Borrower and of each Guarantor (such certificate, which may be a single certificate on behalf of Borrower and Guarantors, a “Compliance Certificate”) substantially in the form of Exhibit J attached hereto (with blanks appropriately completed in conformity herewith, and which delivery may, unless Administrative Agent, or a Lender requests executed originals, be by electronic communication including facsimile or email and shall be deemed to be an original authentic counterpart thereof for all purposes): (i) stating that each such Responsible Officer is familiar with the terms and provisions of the Loan Documents, and has made, or caused to be made under his or her supervision, a detailed review of the transactions and condition (financial or otherwise) of Loan Parties during the period covered by such Compliance Certificate; (ii) certifying that such financial statements fairly present the financial condition and the results of operations of the Loan Parties on the dates and for the periods indicated, on the basis of GAAP, subject, in the case of interim

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financial statements, to normally recurring year-end adjustments; (iii) stating that the Loan Parties are in compliance with the covenants set forth in Section 10.10, and containing the calculations evidencing such compliance; (iv) stating whether any Event of Default or Potential Default exists on the date of such certificate and, if any Event of Default or Potential Default then exists, setting forth the details thereof and the action which the applicable Loan Party is taking or propose to take with respect thereto; (v) specifying changes, if any, in the name of any Investor or in the identity of any Investor, by merger or otherwise; (vi) listing Subsequent Investors that have not satisfied the conditions of Section 10.05(d); (vii) listing, to the knowledge of Initial Guarantor, any Investors which have been subject to an Exclusion Event; (viii) listing Investors that are in default under the applicable Subscription Agreement, the applicable Governing Agreement or, to its actual knowledge, any applicable Intermediary Documents; and (ix) certifying the accuracy of the most recent status report of Borrower’s investments and activities;

(d) Borrowing Base Certificate. An updated Borrowing Base Certificate certified by a Responsible Officer of Borrower to be true and correct in all material respects, setting forth a calculation of the Available Loan Amount in reasonable detail at each of the following times: (i) in connection with any new Borrowing or request for a Letter of Credit; (ii) concurrently with the issuance of any Capital Calls to the Investors together with copies of such Capital Calls in accordance with Section 5.02(d); (iii) within two (2) Business Days following any Exclusion Event; (iv) in connection with a transfer of any Included Investor’s Capital Commitment and the calculation of the Available Loan Amount pursuant to Section 10.05(e); and (v) within five Business Days after the end of each calendar month, with calculations as of the end of such month;

(e) Tax Returns. At the request of Administrative Agent, as soon as available, copies of all Federal and state income tax returns filed by the Loan Parties;

(f) Reporting Relating to Investors. Promptly upon the receipt thereof, copies of all financial statements, reports and other information and correspondence material to the Lenders sent to or received by each Loan Party and/or the General Partner from the Investors, including, without limitation, notices of default, notices relating in any way to an Investor’s funding obligation and any notice containing any reference to misconduct of the General Partner or any Loan Party;

(g) Other Reporting. Simultaneously with delivery to the Investors, copies of all other financial statements, appraisal reports, notices, and other matters at any time or from time to time prepared by a Loan Party and furnished to the Investors, including, without limitation, any notice of default, notice of election or exercise of any rights or remedies under the Subscription Agreements, the Governing Agreement or the Constituent Documents of any Loan Party, or any notices relating in any way to any Investor’s Capital Commitment, and any notice relating in any way to the misconduct of any Loan Party or General Partner; and

(h) ERISA Deliverables.

(i) Unless an Operating Company Opinion has previously been delivered to Administrative Agent in accordance with Section 2.16(a)(viii), Section 7.01(a)(xii) or this Section 9.01(h), each Loan Party shall deliver to the Administrative Agent an Operating Company Opinion (or reliance letter) in a form reasonably acceptable to the Administrative Agent on or before the date, if any, that such Loan Party would hold Plan Assets absent qualification as an Operating Company.

(ii) To the extent a Loan Party has delivered to the Administrative Agent an Operating Company Opinion, by the 60th day of each Annual Valuation Period of such Person, such Person shall deliver to the Administrative Agent an Operating Company Certificate.

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(iii) If a Loan Party has not delivered an Operating Company Opinion or does not intend to qualify as an Operating Company in order to avoid holding Plan Assets, then such Person shall deliver a No Plan Asset Certificate to the Administrative Agent in lieu of providing an Operating Company Opinion or Operating Company Certificate at the times a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 9.01(c).

(i) Beneficial Ownership Certification. Promptly after any change to any Beneficial Ownership Certification previously delivered, an updated Beneficial Ownership Certification, and if any Loan Party becomes a “legal entity customer” under the Beneficial Ownership Regulation after the Closing Date, a Beneficial Ownership Certification in relation to such Loan Party.

(j) Know Your Customer Information. Promptly following any request therefor, information and documentation reasonably requested by Administrative Agent or any other Secured Party for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership Regulation or other applicable anti-money laundering and similar rules and regulations and related policies.

(k) Other Information. Such other information concerning the business, properties, or financial condition of the Loan Parties as Administrative Agent may reasonably request.

(l) Electronic Delivery. Documents required to be delivered pursuant to Section 9.01(a) or Section 9.01(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date: (i) on which Guarantor posts such documents, or provides a link thereto on Guarantor’s website on the Internet at the website address listed on Schedule 13.07; or (ii) on which such documents are posted on Guarantor’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that: (A) Guarantor shall deliver paper copies of such documents to Administrative Agent or any other Secured Party upon its request to Guarantor to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Secured Party; and (B) Guarantor shall notify Administrative Agent and each other Secured Party (by facsimile or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Guarantor with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

(m) Loan Party Materials. Each Loan Party hereby acknowledges that: (i) Administrative Agent or the Arranger may, but shall not be obligated to, make available to Lenders and the Letter of Credit Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to such Loan Party or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby

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agrees that: (w) all Loan Party Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Loan Party Materials “PUBLIC,” such Loan Party shall be deemed to have authorized the Administrative Agent, the Arranger, the Letter of Credit Issuer and Lenders to treat such Loan Party Materials as not containing any material non-public information with respect to such Loan Party or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute Information, they shall be treated as set forth in Section 13.18); (y) all Loan Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and the Arranger shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Loan Party shall be under any obligation to mark any Loan Party Materials “PUBLIC.”

9.02 Payment of Taxes. Each Loan Party will pay and discharge all taxes, assessments, and governmental charges or levies imposed upon it, upon its income or profits, or upon any property belonging to it before delinquent, if such failure would have a Material Adverse Effect; provided, however, that no Loan Party shall be required to pay any such tax, assessment, charge, or levy if and so long as the amount, applicability, or validity thereof shall currently be contested in good faith by appropriate proceedings and appropriate reserves therefor have been established.

9.03 Maintenance of Existence and Rights. Each Loan Party and General Partner will preserve and maintain its existence. Each Loan Party shall further preserve and maintain all of its rights, privileges, and franchises necessary in the normal conduct of its business and in accordance with all valid regulations and orders of any Governmental Authority the failure of which would reasonably be expected to have a Material Adverse Effect.

9.04 Notice of Default. (a) Each Loan Party and General Partner will furnish to Administrative Agent, promptly upon becoming aware of the existence of any condition or event which constitutes an Event of Default or a Potential Default (including, without limitation, notice from the limited partners of any Guarantor that the limited partners of such Guarantor intend to seek the removal of General Partner as general partner of such Guarantors or, if applicable, Approved Intermediary), a written notice specifying the nature and period of existence thereof and the action which the Loan Parties or General Partner is taking or proposes to take with respect thereto. (b) Each Loan Party shall promptly notify Administrative Agent in writing upon becoming aware: (i) that any Investor has violated or breached any material term of the Governing Agreement or REIT Governing Documents, as applicable, or has become a Defaulting Investor; or (ii) of the existence of any condition or event which, with the lapse of time or giving of notice or both, would cause an Investor to become a Defaulting Investor.

9.05 Other Notices. Each Loan Party will, promptly upon receipt of actual knowledge thereof, notify Administrative Agent of any of the following events that would reasonably be expected to result in a Material Adverse Effect: (a) any change in the financial condition or business of such Loan Party or General Partner; (b) any default under any material agreement, contract, or other instrument to which such Loan Party is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by such Loan Party; (c) any uninsured claim against or affecting such Loan Party or any of its properties; (d) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any Governmental Authority affecting such Loan Party; (e) any Environmental Complaint or any claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in connection with: (i) the non-compliance with or violation of the requirements of any Environmental Law or any permit issued under any Environmental

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Law; or (ii) the Release or threatened Release of any Hazardous Material into the environment; (f) the existence of any Environmental Lien on any Properties or assets of such Loan Party; (g) any material remedial action taken by any Loan Party in response to any order, consent decree or judgment of any Governmental Authority or any Environmental Liability; or (h) the listing of any of such Loan Party’s Properties on SEMS to the extent that such Loan Party obtains knowledge of such listing, whether or not such listing would reasonably be expected to result in a Material Adverse Effect.

9.06 Compliance with Loan Documents and Constituent Documents. Each Loan Party and each Approved Intermediary (a) will promptly comply with any and all covenants and provisions of this Credit Agreement, the Notes, and all of the other Loan Documents executed by it, (b) will use the proceeds of any Capital Call only for such purposes as are permitted by its Constituent Documents, and (c) will at all times comply in all respects with its Constituent Documents, unless such failure to comply would not reasonably be expected to have a Material Adverse Effect.

9.07 Books and Records; Access. Following two (2) Business Days’ prior written notice, each Loan Party will give any representative of Administrative Agent or any other Secured Party, or any of them, access during all business hours to, and permit their representatives to examine, copy, or make excerpts from, any and all books, records, and documents in the possession of such Loan Party and relating to its affairs, and to inspect any of the properties of such Loan Party; provided, however, that if an Event of Default exists, such inspection may be made without prior notice.

9.08 Compliance with Law. Each Loan Party and General Partner will comply in all material respects with all material laws, rules, regulations, and all orders of any Governmental Authority, including without limitation, Environmental Laws and ERISA, except where the failure to so be in compliance would not reasonably be expected to have a Material Adverse Effect.

9.09 Insurance. Each Loan Party will maintain workers’ compensation insurance, liability insurance, and insurance on its present and future properties, assets, and business against such casualties, risks, and contingencies, and in such types and amounts, as are consistent with customary practices and standards of the real estate industry and the failure of which to maintain could have a Material Adverse Effect.

9.10 Authorizations and Approvals. Each Loan Party and General Partner will promptly obtain, from time to time at its own expense, all such governmental licenses, authorizations, consents, permits and approvals as may be required to enable such Loan Party and General Partner to comply with their respective obligations hereunder, under the other Loan Documents, the Subscription Agreements and their respective Constituent Documents, except where the failure to so obtain such licenses, authorizations, consents, permits and approvals would not reasonably be expected to have a Material Adverse Effect.

9.11 Maintenance of Liens. Each Loan Party and General Partner shall perform all such acts and execute all such documents as Administrative Agent may reasonably request in writing in order to enable the Secured Parties to report, file, and record every instrument that Administrative Agent may deem necessary in order to perfect and maintain the Secured Parties’ liens and security interests in the Collateral and otherwise to preserve and protect the rights of the Secured Parties.

9.12 Further Assurances. Each Loan Party and General Partner will make, execute or endorse, and acknowledge and deliver or file or cause the same to be done, all such vouchers, invoices, notices, certifications, and additional agreements, undertakings, conveyances, transfers, assignments, financing statements, or other assurances, and take any and all such other action, as Administrative Agent may, from time to time, reasonably deem necessary in connection with this Credit Agreement or any of the other Loan Documents, the obligations of each Loan Party hereunder or thereunder, or for better assuring and confirming unto the Secured Parties all or any part of the security for any of such obligations anticipated herein.

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9.13 Investor Financial and Rating Information. Each Loan Party shall request, from each Investor, financial information as agreed from time to time with Administrative Agent following reasonable request therefor by Administrative Agent, and shall, upon receipt of such information, promptly deliver same to Administrative Agent, or shall promptly notify Administrative Agent of its failure to timely obtain such information. The Loan Parties will promptly notify Administrative Agent in writing (but in no event later than five Business Days) after: (a) becoming aware of: (i) any decline in the Rating of any Included Investor, or decline in the capital status of any Included Investor that is a bank holding company, whether or not such change results in an Exclusion Event and (ii) any other Exclusion Event; and (b) becoming aware of the existence of any condition or event which, with the lapse of time or giving of notice or both, would cause an Exclusion Event.

9.14 Maintenance of REIT Status. If Initial Guarantor becomes a REIT as permitted under Section 10.01, the applicable Loan Parties will use their best efforts to cause such REIT to operate its business so as to satisfy all requirements necessary to qualify as a REIT, and will not intentionally take any action that will cause such Person to fail to so qualify. The applicable Loan Parties will cause Initial Guarantor to maintain adequate records so as to comply with all record keeping requirements relating to such Person’s qualification as a REIT as required by the Internal Revenue Code and applicable regulations of the Department of Treasury promulgated thereunder and to properly prepare and timely file with the Internal Revenue Service all returns and reports required thereby to qualify as a REIT each year.

9.15 Anti-Corruption Laws; Sanctions. Each Loan Party and each Approved Intermediary will conduct their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws.

9.16 Capital Calls. During each 12-month period commencing on the Initial Closing (as defined in the REIT Governing Documents), each Guarantor and Approved Intermediary will make at least one (1) Capital Call on the Investors.

10. NEGATIVE COVENANTS. So long as Lenders have any commitment to lend hereunder or to cause the issuance of any Letter of Credit hereunder, and until payment and performance in full of the Obligations (other than contingent indemnification obligations) under this Credit Agreement and the other Loan Documents, each Loan Party and General Partner, as applicable, agrees that, without the written consent of Administrative Agent, based upon the approval of Required Lenders (unless the approval of Administrative Agent alone or a different number of Lenders is expressly permitted below):

10.01 Mergers, Dissolution, Jurisdiction of Formation.

(a) No Loan Party will merge, dissolve, liquidate, consolidate with or into any Person, or Dispose of (whether in one (1) transaction or a series of transaction) all or substantially all of its assets (whether now owned or hereafter acquired) in favor of any Person (including, in each case, pursuant to a Division), unless such Loan Party is the surviving entity, nor shall General Partner merge or consolidate with or into any Person, unless General Partner is the surviving entity; provided that if any such merger involves two (2) or more Loan Parties or a Loan Party and General Partner, such merger shall not be consummated without prior confirmation from Administrative Agent that its Liens in the Collateral, after giving effect to such merger, have been preserved, or receipt by Administrative Agent of documentation it reasonably requires to so preserve such Liens.

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Neither any Loan Party nor General Partner will take any action to dissolve or terminate such Loan Party or General Partner, including, without limitation, any action to sell or dispose of all or substantially all of the property of such Loan Party or General Partner.

(b) No Loan Party shall change its jurisdiction of formation without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. No Loan Party shall change its name, chief executive office and/or principal place of business without (i) providing at least thirty (30) days’ notice thereof to Administrative Agent, and (ii) during such period, performing all such acts and executing all such documents as the Administrative Agent may reasonably request in order to perfect and maintain the Lenders’ first priority, perfected and exclusive Lien on the Collateral and otherwise to preserve and protect the rights of the Lenders in respect of such first priority, perfected and exclusive Lien.

10.02 Negative Pledge. Without the approval of all Lenders:

(a) none of the Loan Parties or General Partner nor any Approved Intermediary will create or suffer to exist any Lien upon the Collateral, other than a first priority security interest in and upon the Collateral to Lenders and customary rights of setoff and Liens, if any, of the depository bank with respect to deposits held in the Collateral Accounts; and

(b) Initial Guarantor will not sell, transfer, assign or otherwise dispose of, or create or suffer to exist any Lien upon, its Equity Interest in Borrower.

10.03 Fiscal Year and Accounting Method. Without the prior written consent of Administrative Agent alone (such approval not to be unreasonably withheld or delayed), no Loan Party will change its fiscal year or method of accounting.

10.04 Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section: (a) no Guarantor nor any Approved Intermediary shall alter, amend, modify, supplement, terminate, or change any provision of its Governing Agreement (or any other Constituent Documents) or the Subscription Agreements of its Investors, affecting the Investors’ debts, duties, obligations or liabilities, or the rights, titles, security interests, liens, powers and privileges of such Loan Party, General Partner, or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions or Unfunded Commitments; or (b) amend any leverage limitations set forth therein, in each case in any way that materially and adversely affects the rights of the Secured Parties (each, a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the applicable Loan Party shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall use reasonable efforts to notify the appropriate Loan Party of its determination within ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07, provided that Administrative Agent will endeavor to make such determination prior to the end of such 10 Business Day period, to the extent reasonably possible. If Administrative Agent determines that the proposed amendment is a material amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Loan Party. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Loan Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Loan Party may amend its Constituent Documents: (a) to admit new Investors to the extent permitted by this Credit Agreement; and (b) to reflect transfers of interests permitted by this Credit Agreement, provided that Borrower provides notice to Administrative Agent of same at least 15 Business Days prior to such amendment.

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10.05 Transfer or Redemption of Interests, or Admission of, Investors.

(a) Transfer of Subscribed Interest. No Loan Party and no Approved Intermediary shall permit the transfer of the Subscribed Interest of: (i) any Included Investor without the prior written consent of Administrative Agent, acting alone, which shall not be unreasonably withheld or delayed; provided that, with respect to any proposed transfer by Invesco Realty, Inc. to any transferee, Invesco Ltd. shall provide an acceptable replacement guaranty with respect to such transferee in form and substance satisfactory to Administrative Agent, or (ii) any other Investor without prior written notice to Administrative Agent.

(b) Designation of Transferee. A transferee that meets the Applicable Requirement, as determined by Administrative Agent in its reasonable discretion, may be designated as an Included Investor without further consent. Designation of any other transferee as an Included Investor will be subject to the requirements set forth in the definition of Included Investor.

(c) Admission of Investors. No Loan Party and no Approved Intermediary shall admit any Person as an additional limited partner, member or shareholder, as applicable, if such Person is currently Subject to Sanctions. Borrower will give Administrative Agent prior written notice of the admission of any additional Investor. If, after admission or pursuant to a transfer of a Subscribed Interest by another Person, any Investor would hold 51% or more of the Equity Interests in Borrower, if any natural Person will hold 25% or more of the Equity Interests in Borrower, such Person may not be admitted nor acquire such Equity Interests by transfer until such Person is KYC Compliant.

(d) Documentation Requirements. Each Loan Party shall give prior written notice to Administrative Agent of the transfer by any Investor of its Subscribed Interest, and shall deliver copies of documents relating to such transfer and information about the transferee as reasonably required by Administrative Agent in order to effect its due diligence under this Credit Agreement prior to such transfer. Each Guarantor and each Approved Intermediary shall make commercially reasonable efforts to obtain from any Person admitted as a substitute or new Investor (whether due to a transfer by an existing Investor or otherwise) (a “Subsequent Investor”) such documents as would have been required under Section 7.01(a)(xiii) if such transferee had been an Investor on the Closing Date, all as satisfactory to Administrative Agent in its reasonable discretion. In the event any Person is admitted as an additional or substitute Investor, the Loan Parties will promptly deliver to Administrative Agent a revised Exhibit A to this Credit Agreement, containing the names of each Investor and the Capital Commitments of each.

(e) Funding Requirements. Prior to the effectiveness of any transfer by an Included Investor, the applicable Loan Party shall calculate whether, taking into account the Capital Commitments of the Included Investors as if such transfer had occurred, the transfer would cause the Principal Obligation to exceed the Available Loan Amount, and shall make any Capital Calls required to pay any resulting mandatory prepayment under Section 3.04 prior to permitting such transfer.

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(f) Redemptions. General Partner shall not permit any Redemption of any Subscribed Interest unless explicitly permitted pursuant to this Section 10.05(f) and unless the Guarantors have sufficient Available Cash. If any Redemption of Subscribed Interests by an Investor would result in a mandatory prepayment pursuant to Section 3.04, such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of such Redemption, and such prepayment shall be subject to Section 4.05. Subject to the preceding sentence, the Guarantors and Approved Intermediaries shall, following delivery of any Redemption Notice by any Investor to such Guarantor, such Approved Intermediary or the General Partner, promptly but in any event within two (2) Business Days: (i) notify the Administrative Agent in writing of such Redemption Notice and the amount and effective date of the Redemption contemplated thereby; and (ii) deliver to the Administrative Agent copies of all Redemption Notices duly executed by the applicable Investor and certified to the Administrative Agent by the Responsible Officer of such Guarantor or Approved Intermediary.

10.06 Capital Commitments. No Loan Party nor any Approved Intermediary shall: (a) without the prior written consent of Administrative Agent, cancel, reduce, excuse, suspend, abate or defer the Capital Commitment of any Investor; and (b) without the prior written approval of each of Administrative Agent and all Lenders: (i) issue any Capital Call Notices other than as contemplated by Section 5.02(b); (ii) cancel, reduce, excuse, suspend, abate or defer the Capital Commitment of any Included Investor; or (iii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder.

10.07 ERISA Compliance. (a) No Loan Party, no Approved Intermediary nor, except as could not reasonably be expected to have a Material Adverse Effect, any ERISA Affiliate shall establish, maintain, contribute to, or incur any liability with respect to, any Plan; (b) without the approval of all Lenders, no Loan Party shall take any action that would cause it to become an entity deemed to hold Plan Assets for purposes of ERISA or the Code; (c) no Loan Party that operates as an Operating Company shall change its Annual Valuation Period without giving prior written notice to Administrative Agent; and (d) no Loan Party shall take any action, or omit to take any action which would give rise to a “non-exempt prohibited transaction” under Section 4975(c)(1)(A), (B), (C), or (D) of the Internal Revenue Code or Section 406(a) of ERISA and would subject Administrative Agent or the Lenders to any tax, penalty, damages or any other claim or relief under the Code or ERISA, assuming (1) that no portion of the assets used by any Lender in connection with the transactions contemplated under the Loan Documents constitute Plan Assets, or (2) if all or a portion of the assets used by any Lender constitute Plan Assets, the Lender that used such assets complies with all of the applicable conditions of a prohibited transaction exemption with respect to such assets.

10.08 Environmental Matters. Except for such conditions as are in or will promptly be brought into compliance with relevant Environmental Laws or otherwise would not reasonably be expected to result in a Material Adverse Effect, Borrower: (a) shall not cause any Hazardous Material to be generated, placed, held, located or disposed of on, under or at, or transported to or from, any Property of Borrower in material violation of Environmental Law; or (b) shall not permit any such Property to be used as a dump site or storage site (whether permanent or temporary) for any Hazardous Material in material violation of Environmental Law.

10.09 Limitations on Dividends and Distributions.

(a) Neither Borrower nor any Guarantor shall declare or pay any dividends or distributions except as permitted under its Constituent Documents.

(b) Neither Borrower nor any Guarantor shall declare or pay any dividends or distributions if: (i) any Event of Default exists; or (ii) a Potential Default exists; provided, however, that if Initial Guarantor becomes a REIT as permitted under Section 10.01, each Loan Party shall have the right to make distributions or pay dividends in the ordinary course in order to ensure that Initial Guarantor continues to qualify as a REIT.

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10.10 Limitation on Debt. Guarantors and their respective Subsidiaries, including Borrower, shall not incur Indebtedness except in compliance with the Governing Agreements; provided that Initial Guarantor shall not incur Indebtedness such that Leverage (as defined in the REIT Governing Documents) in relation to Net Assets (as defined in the REIT Governing Documents) exceeds 300% without the prior written consent of Administrative Agent.

10.11 Limitation on General Partner. No General Partner shall create or suffer to exist any Lien upon its Subscribed Interest in any Guarantor or any Approved Intermediary, as applicable, nor shall any General Partner engage in any activities or operate any other business other than to serve as general partner of the applicable Guarantor or Approved Intermediary, as applicable. No General Partner will delegate: (a)(i) any of its rights to issue Capital Call Notices, (ii) any of its rights to require that the Investors make Capital Contributions or (iii) any other right or remedy relating to the Collateral hereunder (including enforcement of the Investors’ obligation to make Capital Contributions in accordance with the applicable Governing Agreement or REIT Governing Documents) or (b) any of its rights to consent to the transfer by any Investor of its Subscribed Interest in Initial Guarantor, any other Guarantor or Approved Intermediary, as applicable, or to any cancellation, termination, reduction, excuse, suspension, deferral, repurchase or withdrawal in any manner of the Capital Commitment of any Investor or the obligation of any Investor to fund the same pursuant to Capital Calls.

10.12 Limitation on Guarantor Transfers. (a) No Guarantor shall sell, transfer, assign or otherwise dispose of, or create or suffer to exist any Lien upon, all or any portion of its interest in Borrower, any other Guarantor or any Approved Intermediary, as applicable; provided that the foregoing shall not prohibit: (i) the issuance of shares in such Guarantor to the extent necessary to allow such Guarantor to qualify as a REIT, if applicable; or (ii) the sale, transfer, or assignment of any portion of a Guarantor’s interest in Borrower to any Person that has become an additional Guarantor hereunder pursuant to Section 2.16; and (b) no Approved Intermediary shall sell, transfer, assign or otherwise dispose of, or create or suffer to exist any Lien upon, all or any portion of its interest in Borrower, any Guarantor or any other Approved Intermediary, as applicable.

10.13 Limitation on Guarantor Investments. No Guarantor shall make any investment other than through Borrower in accordance with the terms hereof.

10.14 Withdrawals from Collateral Account. Except as provided in Section 5.02(e), No Guarantor and no Approved Intermediary shall withdraw funds from any Collateral Account if at the time of such withdrawal or disbursement or after giving effect thereto: (i) there exists an Event of Default; (ii) there exists a Potential Default; or (iii) the Principal Obligation exceeds the Available Loan Amount.

10.15 Sanctions. No Loan Party shall, directly or indirectly, use the proceeds of any Credit Extension or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the time of such funding, is Subject to Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction contemplated by this Credit Agreement, whether as Lender, Arranger, Administrative Agent, Letter of Credit Issuer or otherwise) of Sanctions.

10.16 Anti-Corruption Laws. No Loan Party will, directly or indirectly (including without limitation via any Approved Intermediary), use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 (as applicable), and other applicable anti-corruption legislation in other jurisdictions.

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11. EVENTS OF DEFAULT.

11.01 Events of Default. An “Event of Default” shall exist if any one (1) or more of the following events (herein collectively called “Events of Default”) shall occur and be continuing:

(a) Borrower shall fail to pay when due: (i) any principal of the Obligations; or (ii) any interest on the Obligations or any fee, expense, or other payment required hereunder, including, without limitation, payment of cash for deposit as Cash Collateral as required hereunder, and such failure under this clause (ii) shall continue for five days thereafter (except for the failure to pay the Obligation in full on the Maturity Date for which no notice shall be required and except for the failure to prepay any amount required under Section 3.04 hereof for which no additional notice shall be required);

(b) any representation or warranty made or deemed made by any Loan Party or any Approved Intermediary under this Credit Agreement or any of the other Loan Documents executed by any of them, or in any certificate or statement furnished or made to Secured Parties or any of them by a Loan Party or any Approved Intermediary pursuant hereto or in connection herewith or with the Loans, shall prove to be untrue or inaccurate in any material respect as of the date on which such representation or warranty is made and the adverse effect of the failure of such representation or warranty shall not have been cured within thirty (30) days after written notice thereof is delivered to the applicable Loan Party or Approved Intermediary by Administrative Agent;

(c) default shall occur in the performance of any of the covenants or agreements contained herein (other than the covenants contained in Section 3.04, Section 5.01, Section 5.02(a), Section 5.02(b), Section 5.04, Section 9.13, Section 9.14, Section 9.15 or Section 10 (but excluding Section 10.08)), or of the covenants or agreements of a Loan Party or any Approved Intermediary contained in any other Loan Documents executed by such Person, and such default shall continue uncured to the satisfaction of Administrative Agent for a period of thirty (30) days after written notice thereof has been given by Administrative Agent to such Loan Party or such Approved Intermediary (provided that such thirty (30)-day cure period shall not apply respecting covenants of Loan Parties or Approved Intermediaries relating to notices to be given by a Loan Party, but a three-day grace period shall apply);

(d) default shall occur in the performance of any of the covenants or agreements of any Loan Party contained in Section 10.08, and such default shall continue without being cured to the satisfaction of Administrative Agent for a period of thirty (30) days after the earlier of: (i) written notice thereof has been given by Administrative Agent to Borrower, and, if applicable, to the applicable Guarantor; or (ii) Administrative Agent has been notified or should have been notified of such default pursuant to Section 9.04 or Section 9.05 hereof;

(e) default shall occur in the performance of the covenants and agreements of any Loan Party contained in Section 3.04, Section 5.01, Section 5.02(a), Section 5.02(b), Section 5.04, Section 9.13, Section 9.14, Section 9.15 or Section 10 (other than Section 10.08);

(f) any of the Loan Documents executed by a Loan Party or any Approved Intermediary shall cease, in whole or in material part, to be legal, valid, binding agreements enforceable against such Loan Party or such Approved Intermediary, as applicable, in accordance with the terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective liens, security interest, rights, titles, interest, remedies, powers, or privileges intended to be created thereby (other than, in any of the foregoing cases, by reason of release of such Loan Document by Lenders, to the extent permitted under this Credit Agreement and in accordance with the terms hereof);

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(g) default shall occur in the payment of any recourse Indebtedness of any Loan Party (other than the Obligation), greater than or equal to the lesser of (i) $15,000,000 or (ii) 10% of the Unfunded Commitments of the Included Investors at such time, and such default shall continue for more than the applicable period of grace, if any;

(h) any Loan Party, General Partner or any Approved Intermediary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, or liquidator of itself or of all or a substantial part of its assets; (ii) file a voluntary petition in bankruptcy or admit in writing that it is unable to pay its debts as they become due; (iii) make a general assignment for the benefit of creditors; (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Relief Laws; (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; or (vi) take partnership or corporate action for the purpose of effecting any of the foregoing;

(i) the commencement of any judicial, administrative or other proceeding under any Debtor Relief Laws relating to any Loan Party, General Partner or Approved Intermediary or all or any material part of its respective property is instituted without the consent of such Person and continues undismissed or unstayed for a period of 60 days; or an order for relief, judgment or decree is entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization or liquidation of any Loan Party, General Partner or Approved Intermediary or appointing a receiver, custodian (as such term is defined in 11 U.S.C. §101(11) or the corresponding provision of any successor law), trustee, intervenor, liquidator, administrator or similar entity of such Person, or of all or substantially all of its assets;

(j) any: (i) final judgments or orders for the payment of money against any Loan Party, General Partner or any Approved Intermediary in an aggregate amount (as to all such judgments or orders) exceeding $15,000,000 and such judgments or orders remain unsatisfied for a period of 60 days, or would reasonably be expected to have a Material Adverse Effect, unless covered by independent third-party insurance as to which the insurer does not dispute coverage or unless being appealed and Borrower or the applicable Guarantor, as applicable, has posted a bond or Cash Collateral; or (ii) non-monetary final judgments against any Loan Party, General Partner or any Approved Intermediary that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case: (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;

(k) any Approved Intermediary shall repudiate, challenge or declare unenforceable its Capital Commitment or its obligation to make Capital Contributions to the capital of Borrower or the applicable Guarantor, as applicable, pursuant to a Capital Call on such Approved Intermediary or shall otherwise disaffirm the provisions of any Intermediary Collateral Document with respect to such Approved Intermediary;

(l) there shall occur any change in the condition (financial or otherwise) of the Loan Parties taken as a whole which, in the reasonable judgment of Administrative Agent, has a Material Adverse Effect;

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(m) a Change of Control shall occur;

(n) General Partner shall repudiate, challenge, or declare unenforceable its obligation to make contributions to the capital of any Guarantor or Approved Intermediary, as applicable, pursuant to its Capital Commitments or shall otherwise disaffirm the provisions of the applicable Governing Agreement or REIT Governing Documents, or shall fail to make a contribution to the capital of any Guarantor or Approved Intermediary, as applicable, within three (3) Business Days of when due;

(o) any Approved Intermediary that has qualified as a REIT shall fail thereafter to maintain its qualification as a REIT once it has so qualified for a period in excess of thirty (30) days; or

(p) one or more Investors having Capital Commitments aggregating 10% or greater of the aggregate Capital Commitments of all Investors shall default in their obligation to fund any Capital Call within ten (10) Business Days’ of when due (without regard to any notice or cure periods).

11.02 Remedies Upon Event of Default.

(a) If an Event of Default shall have occurred and be continuing, then Administrative Agent may, and, upon the direction of the Required Lenders, shall: (i) suspend the Commitments of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions until such Event of Default is cured; (ii) terminate the Commitment of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions hereunder; (iii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable (including the liability to fund the Letter of Credit Obligations hereunder), whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which each Loan Party hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (iv) require that Borrower Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); (v) exercise any right, privilege, or power set forth in Section 5.02, including, but not limited to, the initiation of Capital Call Notices of the Capital Commitments; or (vi) without notice of default or demand, pursue and enforce any of Administrative Agent’s or Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default specified in Section 11.01(h) or Section 11.01(i) shall occur, the obligation of each Lender to make Loans and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the Letter of Credit Obligations as aforesaid shall automatically become effective, in each case without further act of Administrative Agent or any other Secured Party, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which each Loan Party hereby expressly waives.

(b) Notwithstanding the foregoing paragraph or anything to the contrary herein, if an Event of Default has occurred and is continuing that can be cured by the making of a Capital Call on the Investors, then prior to exercising the rights of Administrative Agent to issue Capital Calls on Unfunded Commitments, Administrative Agent will be required to give at least five Business

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Days’ prior written notice to Borrower of its intention to do so (the “Notice Period”); provided that no such notice shall be required: (i) after the Maturity Date; (ii) with respect to an Event of Default under Section 11.01(h) or Section 11.01(i); or (iii) if the applicable Event of Default arose from the failure of any Guarantor to make a Capital Call, or make a payment of the Obligations following a Capital Call, in each case, that is required to be made herein. If General Partner issues a Capital Call in an aggregate amount sufficient to cure such Event of Default within the Notice Period, then Administrative Agent and the Lenders shall be prohibited from exercising remedies set forth in the Loan Documents (other than any actions required to protect the Lenders in any insolvency proceeding) for a period of fifteen (15) Business Days after the Notice Period; provided further that, if (x) the General Partner does not make such Capital Call prior to expiration of the Notice Period or (y) the application of the proceeds of any such Capital Call is not sufficient (together with amounts on deposit in the Collateral Account) to cure such Event of Default, then, so long as such Event of Default shall be continuing, the Administrative Agent will be permitted to issue Capital Call(s) to repay the Obligations and to exercise all other remedies.

11.03 Performance by Administrative Agent. Should any Loan Party fail to perform any covenant, duty, or agreement contained herein or in any of the Loan Documents, and such failure continues beyond any applicable cure period, Administrative Agent may, but shall not be obligated to, perform or attempt to perform such covenant, duty, or agreement on behalf of such Person. Administrative Agent will use reasonable efforts to notify the Loan Parties in writing before or promptly after taking any such action, but its failure to do so will not affect the validity of such action, or be deemed a material breach hereof. In the event Administrative Agent takes any such action, each Loan Party shall, at the request of Administrative Agent pay within two (2) Business Days (or shall pay within 15 Business Days of demand to the extent that it is necessary for General Partner to issue Capital Call Notices) any amount expended by Administrative Agent in such performance or attempted performance to Administrative Agent at Administrative Agent’s Office, together with interest thereon at the Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, it is expressly understood that neither Administrative Agent nor any other Secured Party assume any liability or responsibility for the performance of any duties of any Loan Party, or any related Person hereunder or under any of the Loan Documents or other control over the management and affairs of any Loan Party, or any related Person, nor by any such action shall Administrative Agent or any other Secured Party be deemed to create a partnership arrangement with any Loan Party, any Approved Intermediary, or General Partner, or any related Person.

11.04 Application of Funds. After the exercise of remedies provided for in Section 11.02 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations has automatically been required to be Cash Collateralized as set forth in the proviso to Section 11.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent and amounts payable under Section 4) payable to Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Letter of Credit Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the Letter of Credit Issuer and amounts payable under Section 4), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

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Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Administrative Agent for the account of the Letter of Credit Issuer, to Cash Collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by Borrower pursuant to Sections 2.07 and 2.14; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full (other than contingent indemnification obligations), to Borrower or as otherwise required by Law.

Subject to Sections 2.07(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

12. ADMINISTRATIVE AGENT.

12.01 Appointment and Authority. Each of the Lenders and the Letter of Credit Issuer hereby irrevocably appoints Bank of America to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 12 are solely for the benefit of the Secured Parties, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

12.02 Rights as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor to the Lenders.

12.03 Exculpatory Provisions. Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

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(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party, any Approved Intermediary, General Partner or any of their respective Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.

Administrative Agent shall not be liable for any action taken or not taken by it: (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.02 and 13.01); or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default (except with respect to defaults in the payment of principal, interest and fees required to be paid to Administrative Agent for the account of the Lenders) unless and until notice describing the same is given in writing to Administrative Agent by Borrower, the applicable Guarantor, a Lender or the Letter of Credit Issuer.

Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into: (i) any statement, warranty or representation made in or in connection with this Credit Agreement or any other Loan Document; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith; (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default; (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Loan Document or any other agreement, instrument or document; or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.

12.04 Reliance by Administrative Agent. The Secured Parties shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Letter of Credit Issuer, Administrative Agent may presume that such condition is satisfactory to such Lender or the Letter of Credit Issuer unless Administrative Agent shall have received notice to the contrary from such Lender or the Letter of Credit Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent may consult with legal counsel (who may be counsel for Borrower or a Guarantor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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12.05 Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one (1) or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

12.06 Resignation of Administrative Agent.

(a) Administrative Agent may at any time give notice of its resignation to the Lenders, the Letter of Credit Issuer and the Loan Parties. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (buts shall not be obligated to) on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that, in no event shall such successor Administrative Agent be a Defaulting Lender. Whether or not a successor Administrative Agent has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person and remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment, within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable): (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above; provided that, in no event shall such

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successor Administrative Agent be a Defaulting Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 4.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section and Section 13.06 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them: (x) while the retiring or removed Administrative Agent was acting as Administrative Agent; and (y) after such resignation or removal for so long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties, and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d) Any resignation by Bank of America as Administrative Agent pursuant to this Section 12.06 will also constitute its resignation as Letter of Credit Issuer effective upon the appointment of a successor Letter of Credit Issuer. If Bank of America resigns as Letter of Credit Issuer, it shall retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.07(c). In the event of any such resignation as Letter of Credit Issuer, Borrower shall be entitled to appoint from among the Lenders a successor Letter of Credit Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), subject to such successor’s consent; provided, however, that no failure by the Loan Parties to appoint any such successor will affect the resignation of Bank of America as Letter of Credit Issuer. Upon the appointment by Borrower of a successor Letter of Credit Issuer hereunder: (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer; (ii) the retiring Letter of Credit Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

12.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Letter of Credit Issuer acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and the Letter of Credit Issuer also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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12.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, the Arranger shall have no powers, duties or responsibilities under this Credit Agreement or any of the other Loan Documents.

12.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Loan Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Secured Parties and their respective agents and counsel and all other amounts due the Secured Parties under Sections 2.09, 2.10 and 2.11 and otherwise hereunder) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and

(c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Letter of Credit Issuer to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders and the Letter of Credit Issuer, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent hereunder.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

12.10 Collateral and Guaranty Matters. Without limiting the provisions of Section 12.09, Lenders and the Letter of Credit Issuer irrevocably authorize Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by Administrative Agent under any Loan Document: (a) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit prior to draws thereon (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Letter of Credit Issuer shall have been made); or (b) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document; or (c) subject to Section 13.01, if approved, authorized or ratified in writing by the Required Lenders. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section 12.10.

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12.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative Agent, Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that at least one (1) of the following is and will be true:

(i) such Lender is not using Plan Assets with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or the Loan Documents;

(ii) the transaction exemption set forth in one (1) or more prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time (a “PTE”), such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable and the conditions are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and the Loan Documents;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and the Loan Documents, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and the Loan Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and the Loan Documents; or

(iv) such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (a)(i) above is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (a)(iv) above, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative Agent, the Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that none of Administrative Agent, the Arranger, or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Letters of Credit, the Commitments and the Loan Documents (including in connection with the reservation or exercise of any rights by Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

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13. MISCELLANEOUS.

13.01 Amendments. Neither this Credit Agreement nor any other Loan Document, nor any of the terms hereof or thereof, may be amended, waived, discharged or terminated, other than in accordance with its terms, unless such amendment, waiver, discharge, or termination is in writing and signed by Required Lenders or Administrative Agent (based upon the approval of Required Lenders), on the one (1) hand, and Borrower or the applicable Loan Party on the other hand; provided, that, if this Credit Agreement or any other Loan Document specifically provides that the terms thereof may be amended, waived, discharged or terminated with the approval of Administrative Agent, acting alone, or all Lenders, then such amendment, waiver, discharge or termination must be signed by Administrative Agent or all Lenders, as applicable, on the one (1) hand, and Borrower on the other hand; provided further, that no such amendment, waiver, discharge, or termination shall, without the consent of:

(a) each Lender directly affected thereby:

(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.02), or alter the provisions relating to any fees (or any other payments) payable to such Lender;

(ii) extend the time for payment for the principal of or interest on the Obligations, or fees or costs, or reduce the principal amount of the Obligations (except as a result of the application of payments or prepayments), or reduce the rate of interest borne by the Obligations (other than as a result of waiving the applicability of the Default Rate), or otherwise affect the terms of payment of the principal of or any interest on the Obligations or fees or costs hereunder; provided, however, that only the consent of the Required Lenders is necessary to amend the definition of Default Rate or to waive any obligation of Borrower to pay interest or Letter of Credit Fees at the Default Rate; or

(iii) release any liens granted under the Collateral Documents, except as otherwise contemplated herein or therein, and except in connection with the transfer of interests in a Guarantor or Approved Intermediary, as applicable, permitted hereunder; and

(b) all Lenders:

(i) change Section 11.04 in a manner that would alter the pro rata sharing of payments required thereby;

(ii) release any Guarantor from the Guaranty;

(iii) permit the cancellation, excuse, reduction, suspension or deferment of the Capital Commitment of any Included Investor;

(iv) amend the definition of “Applicable Requirement” or any of the related defined terms;

(v) amend the definition of “Available Loan Amount” or any of the related defined terms (except that the definition of “Maximum Commitment” may be revised to increase or decrease such amount pursuant to its terms, or otherwise with the consent of the Lenders increasing or decreasing their Commitments in connection therewith);

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(vi) amend the definition of “Exclusion Event” or any of the related defined terms;

(vii) amend the definition of “Included Investor” or any of the related defined terms;

(viii) change the percentages specified in the definition of Required Lenders or any other provision hereof specifying the number or percentage of Lenders which are required to amend, waive or modify any rights hereunder or otherwise make any determination or grant any consent hereunder;

(ix) consent to the assignment or transfer by Borrower, any Guarantor or any Approved Intermediary, as applicable, of any of its rights and obligations under (or in respect of) the Loan Documents (including, without limitation, in the case of Guarantors, with respect to the Guaranteed Obligations); or

(x) amend the terms of this Section 13.01.

Notwithstanding the above: (A) no provisions of Section 2.07 may be amended or modified without the consent of the Letter of Credit Issuer; and (B) Sections 9 and 10 specify the requirements for waivers of the affirmative covenants and negative covenants listed therein, and any amendment to any provision of Section 9 or 10 shall require the consent of the Lenders that are specified therein as required for a waiver thereof; and (C) no provisions of Section 12 may be amended or modified without the consent of Administrative Agent.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender; and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above and in Section 10: (1) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein; and (2) the Required Lenders may consent to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. Administrative Agent may, after consultation with Borrower, agree to the modification of any term of this Credit Agreement or any other Loan Document to correct any printing, stenographic or clerical errors or omissions that are inconsistent with the terms hereof.

If Administrative Agent shall request the consent of any Lender to any amendment, change, waiver, discharge, termination, consent or exercise of rights covered by this Credit Agreement, including, without limitation, any approval of an amendment, modification or change to a Constituent Document of a Loan Party, and not receive such consent or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be, such Lender shall be deemed to have given its consent to the request.

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13.02 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Letter of Credit Issuer is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or the Letter of Credit Issuer to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender or the Letter of Credit Issuer, irrespective of whether or not Administrative Agent, such Lender or the Letter of Credit Issuer shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Letter of Credit Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff: (a) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Secured Parties; and (b) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and the Letter of Credit Issuer under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Letter of Credit Issuer may have. Each Lender and the Letter of Credit Issuer agrees to notify Borrower and Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

13.03 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in the Letter of Credit Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall:

(a) notify Administrative Agent of such fact; and

(b) purchase (for cash at face value) participations in the Loans and subparticipations in the Letter of Credit Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to: (x) any payment made by or on behalf of any Loan Party pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender); (y) the application of Cash Collateral provided for in Section 2.14; or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in the Letter of Credit Obligations to any assignee or participant, other than an assignment to Borrower (as to which the provisions of this Section shall apply).

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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation, but only to the extent that the Lender selling such participation was itself entitled to setoff or counterclaim and, no such right by a Participant may be exercised unless Participant agrees to disclose such Participant’s identity and notice thereof is first delivered to Borrower.

13.04 Payments Set Aside. To the extent that any Loan Party makes a payment to any Secured Party, or any Secured Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such other Secured Party, each in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then: (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the Letter of Credit Issuer severally agrees to pay to Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the Letter of Credit Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

13.05 No Waiver; Cumulative Remedies; Enforcement. No failure by any Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document 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, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance with Section 11.02 for the benefit of the Secured Parties; provided, however, that the foregoing shall not prohibit: (a) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents; (b) the Letter of Credit Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as Letter of Credit Issuer) hereunder and under the other Loan Documents; (c) any Lender from exercising setoff rights in accordance with Section 13.02 (subject to the terms of Section 13.03); or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents; then: (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 11.02; and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 13.03, any Secured Party may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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13.06 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. Borrower shall pay: (i) all reasonable out-of-pocket expenses actually incurred by Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); (ii) all reasonable out-of-pocket expenses actually incurred by the Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (iii) all out-of-pocket expenses actually incurred by Administrative Agent, any Lender or the Letter of Credit Issuer (including the fees, charges and disbursements of any counsel for Administrative Agent, any Lender or the Letter of Credit Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Loan Documents, including its rights under this Section; or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender and the Letter of Credit Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of: (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries; or (iv) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE (BUT SUBJECT TO THE FOLLOWING PROVISO); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses: (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (B) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.01, this Section 13.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

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(c) Reimbursement by Lenders. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to Administrative Agent (or any sub-agent thereof), the Letter of Credit Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative Agent (or any such sub-agent), the Letter of Credit Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent) or the Letter of Credit Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent) or Letter of Credit Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are several.

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.

(f) Survival. The agreements in this Section and the indemnity provisions of Section 13.07(f) shall survive the resignation of Administrative Agent, the Letter of Credit Issuer, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of the Obligations.

13.07 Notices.

(a) Notices Generally. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing (except where telephonic instructions or notices are expressly authorized herein to be given) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, except where electronic delivery is authorized, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i) If to any Loan Party, General Partner or Administrative Agent, at its notice address and numbers set forth on Schedule 13.07 attached hereto. If to any Lender, in care of Administrative Agent, at its notice address and numbers set forth on Schedule 13.07 attached hereto (as such Schedule may be revised when and if Lenders are added or deleted). Each Lender agrees to provide to Administrative Agent a written notice stating such Lender’s address, facsimile number, telephone number, email address and the name of a contact person, and Administrative Agent may rely on such written notice for purposes of delivering any notice, demand, request or other communication under this Credit Agreement or any other Loan Document to such Lender unless and until a Lender provides Administrative Agent with a written notice designating a different address, facsimile number, telephone number, email address or contact person.

(ii) Any party may change its address for purposes of this Credit Agreement by giving notice of such change to the other parties pursuant to this Section 13.07. With respect to any notice received by Administrative Agent from any Loan Party or any Investor not otherwise addressed herein, Administrative Agent shall notify Lenders promptly of the receipt of such notice, and shall provide copies thereof to Lenders. When determining the prior days’ notice required for any Request for Credit Extension or other notice to be provided by a Loan Party or an Investor hereunder, the day the notice is delivered to Administrative Agent (or such other applicable Person) shall not be counted, but the day of the related Credit Extension or other relevant action shall be counted.

(b) Effectiveness of Delivery. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices sent via telephone, shall be deemed to have been given on the day and at the time reciprocal communication (i.e., direct communication between two (2) or more persons, which shall not include voice mail messages) with one (1) of the individuals designated to receive notice occurs during a call to the telephone number or numbers indicated for such party. Notices delivered through electronic communications to the extent provided in subsection (c) below, shall be effective as provided in such subsection (c).

(c) Electronic Communications. Notices and other communications to Lenders and the Letter of Credit Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Letter of Credit Issuer pursuant to Section 2 if such Lender or the Letter of Credit Issuer, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent, Letter of Credit Issuer or Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

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(d) Effectiveness of E-mail Notice. Unless Administrative Agent otherwise prescribes: (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(e) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE LOAN PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE LOAN PARTY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE LOAN PARTY MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the Letter of Credit Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or Administrative Agent’s transmission of Loan Party Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Guarantor, General Partner, any Lender, the Letter of Credit Issuer, or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(f) Reliance by Secured Parties. The Secured Parties shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices and Letter of Credit Applications) purportedly given by or on behalf of Borrower even if: (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein; or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify each Secured Party and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower, other than in connection with the gross negligence or willful misconduct by such Person. All telephonic notices to and other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.

13.08 Governing Law.

(a) GOVERNING LAW. THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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(b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH LOAN PARTY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH LOAN PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS CREDIT AGREEMENT OR IN ANY OTHER LOAN DOCUMENT WILL AFFECT ANY RIGHT THAT ANY SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY, GENERAL PARTNER, ANY INVESTOR OR ITS RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.07. NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

13.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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13.10 Invalid Provisions. If any provision of this Credit Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Credit Agreement, such provision shall be fully severable and this Credit Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Credit Agreement, and the remaining provisions of this Credit Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Credit Agreement, unless such continued effectiveness of this Credit Agreement, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein. If any provision of this Credit Agreement shall conflict with or be inconsistent with any provision of any of the other Loan Documents, then the terms, conditions and provisions of this Credit Agreement shall prevail.

13.11 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: (i) to an Eligible Assignee in accordance with the provisions of clause (b) of this Section 13.11; (ii) by way of participation in accordance with the provisions of clause (e) of this Section 13.11; or (iii) by way of pledge or assignment, or grant, of a security interest subject to the restrictions of clause (f) of this Section 13.11 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (e) of this Section 13.11, and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one (1) or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this clause (b), participations in Letter of Credit Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subclause (A) above, the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the principal outstanding balance of the Loans subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

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(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless: (1) an Event of Default has occurred and is continuing at the time of such assignment; or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that, Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five Business Days after having received notice thereof;

(B) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C) the consent of the Letter of Credit Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. An assignment by any Lender, unless otherwise agreed by Borrower, shall be at such Lender’s expense, including the reasonable fees, charges and disbursements of counsel for Administrative Agent incurred in connection with any such assignment. The Assignee, if it is not a Lender, shall deliver to Administrative Agent an administrative questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made: (A) to a Loan Party or any Affiliate or Subsidiary of any Loan Party; (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B); or (C) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

(vi) Borrower Requested Assignments. Each assignment made as a result of a demand by Borrower under Section 13.12 shall be arranged by Borrower after consultation with Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another assignment or assignments that together constitute an assignment of all of the rights and obligations of the assigning Lender.

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(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to: (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to any Secured Party hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs.

(c) Effect of Assignment. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (d) of this Section 13.11, from and after the effective date specified in each Assignment and Assumption, the Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits and obligations of Sections 4.01, 4.04, 4.05 and 13.06 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, Borrower (at its expense) shall execute and deliver a Note to the Assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (e) of this Section.

(d) Register. Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Loan Parties (and such agency being solely for tax purposes), shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Letter of Credit Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and each Loan Party, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection by the Loan Parties and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(e) Participations. Any Lender may at any time, without the consent of, or notice to, any Loan Party or Administrative Agent, sell participations to any Person (other than a natural person, (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), or a Loan Party or any Affiliate or Subsidiary thereof, a Defaulting Lender or a Competitor) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Obligations) owing to it); provided that: (i) such Lender’s obligations under this Credit Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) each Loan Party, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 13.06(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 13.01(a), Section 13.01(b)(viii) or Section 13.01(b)(ix) that directly affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.04, and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.11 (it being understood that the documentation required under Section 4.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant: (A) agrees to be subject to the provisions of Sections 4.06 and 13.12 as if it were an assignee under clause (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 4.01, 4.04 or 4.05 with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 4.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.02 as though it were a Lender, provided such Participant agrees to be subject to Section 13.03 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(f) Certain Pledges. Any Lender may at any time pledge or assign or grant a security interest in all or any portion of its rights under this Credit Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment, or grant of a security interest, to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment, or grant of a security interest, shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.

(g) Resignation as Letter of Credit Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to clause (b) of this Section 13.11, Bank of America may, upon 30 days’ notice to Borrower and Lenders, resign as Letter of Credit Issuer. In the event of any such resignation as Letter of Credit Issuer, Borrower shall be entitled to appoint from among the Lenders a successor Letter of Credit Issuer hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of Bank of America as Letter of Credit Issuer. If Bank of America resigns as Letter of Credit Issuer, it shall retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.07(c)). Upon the appointment of a successor Letter of Credit Issuer: (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer; and (ii) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

13.12 Replacement of Lenders. If Borrower is entitled to replace a Lender pursuant to the provisions of Section 4.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.11), all of its interests, rights (other than its existing rights to payments pursuant to Sections 4.01 and 4.04) and obligations under this Credit Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 13.11(b); provided, however, that Administrative Agent may, in its sole discretion, elect to waive such assignment fee in the case of any assignment;

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 4.04 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

13.13 Maximum Interest. Regardless of any provision contained in any of the Loan Documents, Lenders shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, Borrower and Lenders shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

13.14 Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Credit Agreement.

13.15 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each other Secured Party, regardless of any investigation made by Administrative Agent or any other Secured Party or on their behalf and notwithstanding that Administrative Agent or any other Secured Party may have had notice or knowledge of any Potential Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

13.16 Limited Liability of Investors. Except with respect to any expenses and losses arising from any Loan Party’s or General Partner’s intentional misrepresentation hereunder, fraud or willful misapplication of proceeds in contravention of this Credit Agreement, for which there shall be full recourse to General Partner, none of the Investors, including the General Partner, shall have any personal, partnership, corporate or trust liability for the payment or performance of the Obligations. Nothing contained in this Section 13.16 or in any of the other provisions of the Loan Documents shall be construed to limit, restrict, or impede the obligations, the liabilities, and indebtedness of any Loan Party, or of any Investor to make its Capital Contributions to any Guarantor or Approved Intermediary, as applicable, in accordance with the terms of the applicable Governing Agreement and its Subscription Agreement. Notwithstanding anything contained in this Section 13.16, the payment and performance of the Obligations shall be fully recourse to Borrower (but not General Partner, except as expressly provided herein) and their respective properties and assets.

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13.17 Recourse. The obligations shall be fully one hundred percent (100%) recourse to each Loan Party and each Guarantor, each on a joint and several basis. Notwithstanding anything to the contrary set forth in this Credit Agreement or any of the other Loan Documents, the Secured Parties shall have the right to pursue, and each Loan Party hereby waives any right to object to Secured Parties’ right to pursue, any claim or action against any individual Loan Party, all Loan Parties or any combination thereof to the full extent of its or their liability hereunder (as set forth above) in any order or manner as Secured Parties may elect in their sole and absolute discretion.

13.18 Confidentiality. Each Secured Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Credit Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to: (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights and obligations under this Credit Agreement; or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower and its obligations, this Credit Agreement or payments hereunder; (g) on a confidential basis to: (i) any rating agency in connection with rating Borrower or its Subsidiaries or the credit facilities provided hereunder; or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder; (h) with the consent of the applicable Loan Party; or (i) to the extent such Information: (x) becomes publicly available other than as a result of a breach of this Section; (y) becomes available to Administrative Agent or any other Secured Party on a nonconfidential basis from a source other than a Loan Party; or (z) was independently developed by Administrative Agent or any other Secured Party. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to Administrative Agent or any other Secured Party on a nonconfidential basis prior to disclosure by such Person; provided that, in the case of information received from any Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, any Secured Party may disclose the existence of this Credit Agreement to market data collectors, similar service providers to the lending industry and service providers to such Secured Party in connection with the administration of this Credit Agreement and information about this Credit Agreement to market data collectors, similar service providers to the lending industry and service providers to such Secured Party in connection with the administration of this Credit Agreement, the other Loan Documents and the Commitments.

13.19 USA Patriot Act; KYC Notice. Each Lender and Letter of Credit Issuer that is subject to the Patriot Act and Administrative Agent (for itself and not on behalf of any Secured Party) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Secured Party or Administrative Agent, as applicable, to identify Borrower in accordance with the Patriot Act. Each Loan Party will, promptly following a request by any Secured Party, provide all documentation and other information that such Secured Party requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

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13.20 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Credit Agreement provided by the Secured Parties and the Arranger are arm’s-length commercial transactions between Borrower, each other Loan Party and their respective Affiliates, on the one (1) hand, and the Secured Parties and the Arranger, on the other hand; (ii) Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; and (iii) Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) each Secured Party and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower or any other Loan Party or any of their respective Affiliates, or any other Person; and (ii) neither any Secured Party nor the Arranger has any obligation to Borrower or any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Arranger, the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower or any other Loan Party and their respective Affiliates, and neither the Arranger nor any Secured Party has any obligation to disclose any of such interests to Borrower or any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Arranger and any Secured Party with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

13.21 Electronic Execution of Assignments and Certain Other Documents.

(a) The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Credit Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers or consents) are deemed to include Electronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, and any other Electronic Record.

(b) This Credit Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Credit Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each such Loan Party to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered or a paper-based recordkeeping system was used, as the case may be. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one (1) and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Administrative Agent and each of the Secured Parties of a

114

manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Secured Parties may, at its option, create one (1) or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (ii) upon the request of Administrative Agent or any other Secured Party, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

13.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Letter of Credit Issuer that is an Affected Financial Institution is a party to this Credit Agreement, notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Letter of Credit Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Credit Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

13.23 Counterparts; Integration; Effectiveness. This Credit Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Credit Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to Administrative Agent or the Letter of Credit Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating

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to the subject matter hereof. Except as provided in Section 7.01, this Credit Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Credit Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Credit Agreement.

13.24 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

13.25 Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a QFC Covered Entity that is party to a Supported QFC (each, a “QFC Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such QFC Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a QFC Covered Party or a BHC Act Affiliate of a QFC Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, QFC Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such QFC Covered Party are permitted to be exercised to no greater extent than such QFC Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any QFC Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) As used in this Section 13.25, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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“QFC Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“QFC Default Right” has the meaning assigned to the term “default right” in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.

Remainder of Page Intentionally Left Blank

Signature Page(s) Follow(s).

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IN WITNESS WHEREOF, the parties hereto have cause this Credit Agreement to be duly executed as of the day and year first above written.

BORROWER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By: Invesco Commercial Real Estate Finance Trust
Investments GP, LLC, its general partner
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Director & Chief Operating Officer
GENERAL PARTNER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE TRUST INVESTMENTS GP, LLC
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Director & Chief Operating Officer

Signature Page to

Revolving Credit Agreement

GUARANTOR:
INVESCO COMMERCIAL REAL ESTATE
FINANCE TRUST, INC.
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Director & Chief Operating Officer

Signature Page to

Revolving Credit Agreement

ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative
Agent, the Letter of Credit Issuer and a Lender
By:	/s/ Matthew R. Lohr
Name:	Matthew R. Lohr
Title:	Vice President

Signature Page to

Revolving Credit Agreement

	SCHEDULE 1.01
LENDER COMMITMENTS

Name	Commitment		Applicable Percentage
Bank of America, N.A.	$	135,000,000		100	%
TOTAL	$	135,000,000		100	%

Schedule 1.01

SCHEDULE 2.01

BASELINE NET WORTH

Not Applicable

Schedule 2.01

SCHEDULE 13.07

ADDRESSES FOR NOTICE

If to a Loan Party or General Partner:	If to Administrative Agent or Letter of Credit Issuer:
Invesco Real Estate	Bank of America, N.A.
2001 Ross Avenue, Suite 3400	901 Main Street, 64th Floor
Dallas, TX 75201	Dallas, TX 75202
Telephone: (972) 715-5887	Telephone: (214) 209-4034
Attention: Courtney Popelka	Attention: Matt Lohr
Email: courtney.popelka@invesco.com	Email: matt.lohr@bofa.com
With a copy to:	With a copy to:
Invesco Real Estate	Bank of America, N.A.
2001 Ross Avenue, Suite 3400	901 Main Street, 64th Floor
Dallas, TX 75201	Dallas, TX 75202
Telephone: (972) 715-5839	Attention: Donna F. Kimbrough
Fax: (972) 715-5811	Phone: (214) 209-0259
Attention: Bert Crouch	Fax: (214) 290-9494
Email: bert.crouch@invesco.com	Email: donna.f.kimbrough@baml.com
	Letters of Credit:
	Scranton_standby_lc@bankofamerica.com

Schedule 13.07

EXHIBIT A

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

Schedule of Investors

(as of May 10, 2023)

Name	Capital Commitment
Invesco Realty, Inc.	$	150,000,000.00
TOTAL:	$	150,000,000.00

Exhibit A

EXHIBIT B

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

REVOLVING CREDIT NOTE

$_____________ ___________, 20__

1. FOR VALUE RECEIVED, INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“Maker”), hereby unconditionally promises to pay to the order of _________ (“Payee”), at the principal office of Bank of America, N.A., as Administrative Agent (“Administrative Agent”) for each of the Lenders under the Credit Agreement referred to below, or such other office as Administrative Agent designates, the principal sum of _________ AND NO/100 DOLLARS ($_________), or, if less, the unpaid principal amount of the Loans, together with accrued interest thereon, in lawful money of the United States of America in accordance with the terms of the Credit Agreement. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

2. The unpaid principal amount of this promissory note (this “Note”) shall be payable in accordance with the terms of Sections 3.03 and 13.13 of the Credit Agreement.

3. The unpaid principal amount of this Note shall bear interest from the date of borrowing until maturity in accordance with Sections 2.05 and 13.13 of the Credit Agreement. Interest on this Note shall be payable in accordance with Sections 3.02, 3.03, and 13.13 of the Credit Agreement.

4. All Borrowings and continuations of Loans hereunder, and all payments made with respect thereto, may be recorded by Payee from time to time on grid(s) which may be attached hereto, or Payee may record such information by such other method as Payee may generally employ; provided, however, that failure to make any such entry shall in no way reduce or diminish Maker’s obligations hereunder. The aggregate unpaid amount of all Borrowings and continuations of Loans set forth on grid(s) which may be attached hereto shall be rebuttably presumptive evidence of the unpaid principal amount of this Note or under the Credit Agreement.

5. This Note has been executed and delivered pursuant to that certain Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Invesco Commercial Real Estate Finance Investments, LP, as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto, and is one of the “Notes” referred to therein. This Note evidences Loans made under the Credit Agreement, and the holder of this Note shall be entitled to the benefits provided in the Credit Agreement. Reference is hereby made to the Credit Agreement for a statement of: (a) the obligation of Payee to make advances thereunder; (b) the prepayment rights and obligations of Maker; (c) the collateral for the repayment of this Note; and (d) the events upon which the maturity of this Note may be accelerated. Maker may borrow, repay and reborrow upon the terms and conditions specified in the Credit Agreement.

6. If this Note, or any installment or payment due hereunder, is not paid when due, whether at maturity or by acceleration, or if it is collected through a bankruptcy, probate or other court, whether before or after maturity, Maker agrees to pay all out-of-pocket costs of collection, including, but not limited to, attorneys’ fees incurred by the holder hereof and costs of appeal as provided in the Credit Agreement. All past-due principal of, and, to the extent permitted by applicable law, past-due interest on, this Note shall bear interest until paid at the Default Rate as provided in the Credit Agreement.

Exhibit B – Page 1

7. Maker and all sureties, endorsers, guarantors and other parties ever liable for payment of any sums payable pursuant to the terms of this Note, jointly and severally waive demand, presentment for payment, protest, notice of protest, notice of acceleration, notice of intent to accelerate, diligence in collection, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payment, or any releases or substitutions of any security, or any delay, indulgence, or other act of any trustee or any holder hereof, whether before or after maturity.

8. Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Note.

9. Reference is hereby made to Section 13.16 of the Credit Agreement regarding the non-personal liability of the Investors, including the General Partner, the provisions of which are hereby incorporated by reference in this Note as if fully set forth herein, for the payment and performance of Maker’s obligations hereunder.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGE(S) FOLLOW.

Exhibit B – Page 2

IN WITNESS WHEREOF, Maker has caused this Note to be duly executed as of the day and year first above written.

MAKER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:

Signature Page to

Revolving Credit Note

EXHIBIT C

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as

Borrower, Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

LOAN NOTICE

__________, 20__

Bank of America, N.A.,

901 Main Street, 64th Floor

TX1-492-64-01

Dallas, Texas 75202-3714

Attn: Matt Lohr

(214) 209-4034

matt.lohr@bofa.com (e-mail)

Ladies and Gentlemen:

This Loan Notice is executed and delivered by INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“Borrower”), to Bank of America, N.A., as administrative agent (“Administrative Agent”), pursuant to Section 2.02 of that certain Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Complete the following:

1. Borrower hereby requests (check one box only):

A Borrowing                                     A conversion or continuation of Loans

(a) On _____________ (a Business Day)

(b) In the amount of $_____________

(c) Comprising [Type of Loan requested]: ___ Base Rate Loan ___ Daily SOFR Loan

___ Term Loan: with an Interest Period of one (1) month

If no Type of Loan is specified, then Borrowers will be deemed to have made a request for a Term SOFR Loan with an Interest Period of one (1) month; provided that adequate notice is given and any applicable borrowing limits are met in accordance with the terms of the Credit Agreement.

Exhibit C – Page 1

2. In connection with the [Borrowing] [continuation] [conversion] requested herein, Borrower hereby represents, warrants, and certifies to Administrative Agent for the benefit of the Secured Parties that:

(a) The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Credit Agreement, and the accuracy of the statements contained in Sections 7.02(a) and 7.02 (b) of the Credit Agreement with respect to such Borrowing;

(b) Following the requested [Borrowing] [continuation] [conversion], the Principal Obligation will be $_____________ plus accrued, unpaid interest;

(c) After giving effect to such [Borrowing] [continuation] [conversion], the Principal Obligation on and as of such date will not exceed the Available Loan Amount on and as of such date;

(d) Set forth on the Borrowing Base Certificate delivered in connection with this Loan Notice is a calculation of the Available Loan Amount on and as of the date of [Borrowing] [continuation] [conversion] requested herein; and

(e) Other than as disclosed to Administrative Agent in writing, the Loan Parties have no knowledge that any Investor would be entitled to exercise any withdrawal, excuse or exemption right under the Constituent Documents of any Guarantor or Approved Intermediary, such Investor’s Subscription Agreement or any Side Letter with respect to any investment being acquired in whole or in part with any proceeds of the related Loan.

3. Following are Borrower’s instructions for distribution of loan proceeds (appropriate wire instructions, etc.):

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGE(S) FOLLOW.

Exhibit C – Page 2

This Loan Notice is executed as of the date first above written. Borrower hereby certifies each and every matter contained herein to be true and correct.

BORROWER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:

Signature Page to

Loan Notice

EXHIBIT D

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

REQUEST FOR LETTER OF CREDIT

___________, 20__

Bank of America, N.A.,

901 Main Street, 64th Floor

TX1-492-64-01

Dallas, Texas 75202-3714

Attn: Matt Lohr

(214) 209-4034

matt.lohr@bofa.com (e-mail)

Ladies and Gentlemen:

This Request for Letter of Credit is executed and delivered by INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“Borrower” or “Applicant”), to Bank of America, N.A. (“Administrative Agent”), pursuant to Section 2.07(b) of that certain Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Applicant has contemporaneously executed and delivered to Administrative Agent for each of the Letter of Credit Issuers an Application and Agreement for Letter of Credit dated _____________. In the event of a conflict between the terms of the Credit Agreement and said Application and Agreement for Letter of Credit, the terms of the Credit Agreement will control.

1. Applicant hereby requests that the Letter of Credit Issuer issue a Letter of Credit as follows:

Stated Amount: $________________

Beneficiary Name and

Address: _________________

_________________

_________________

_________________

Expiry Date: _________________

2. In connection with the issuance of the Letter of Credit requested herein, Applicant hereby represents, warrants, and certifies (as applicable) to Administrative Agent for the benefit of Lenders and the Letter of Credit Issuer that:

(a) The Letter of Credit requested herein complies with the provisos to the first sentence of Section 2.07(a)(i) of the Credit Agreement and, on and as of the date of issuance of such Letter of Credit, the statements contained in Sections 7.02(a) and 7.02(b) are accurate;

Exhibit D – Page 1

(b) Following the issuance of the requested Letter of Credit, the Letter of Credit Obligations will be $_______________;

(c) After giving effect to the issuance of the requested Letter of Credit, the Letter of Credit Obligations will not exceed the Letter of Credit Sublimit on and as of such date;

(d) After giving effect to the issuance of the requested Letter of Credit, the Principal Obligation on and as of such date will not exceed the Available Loan Amount on and as of such date;

(e) Other than as disclosed to Administrative Agent in writing, the Loan Parties have no knowledge that any Investor would be entitled to exercise any withdrawal, excuse or exemption right under the Constituent Documents of any Guarantor or Approved Intermediary, such Investor’s Subscription Agreement or any Side Letter with respect to any investment being acquired in whole or in part with any proceeds of the related Letter of Credit; and

(g) Set forth on Schedule I to this Request for Letter of Credit is a calculation of the Letter of Credit Sublimit on and as of the date of the issuance of the requested Letter of Credit.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGE(S) FOLLOW.

Exhibit D – Page 2

This Request for Letter of Credit is executed on __________, 20__. The undersigned hereby certifies each and every matter contained herein to be true and correct.

APPLICANT:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:

Signature Page to

Request for Letter of Credit

SCHEDULE I

Calculation of Letter of Credit Sublimit	DATED AS OF __________, 20__
Invesco Commercial Real Estate Finance Trust, Inc.

Available Loan Amount (from Borrowing Base Certificate):	$	[A]
$15,000,000:	$	[B]
Letter of Credit Sublimit (lesser of [A] or [B]):	$	[C]
Principal Obligation:	$	[D]
Available Loan Amount ([A]) minus Principal Obligation ([D]):	$	[E]
Current Letter of Credit Obligations:	$	[F]
Letter of Credit Sublimit ([C]) minus [F]:	$	[G]
Amount available for issuance of Letter of Credit (lesser of [E] or [G]):	$

NB:	Letter of Credit Obligations may not exceed the Letter of Credit Sublimit. Loans plus Letter of
	Credit Obligations (the Principal Obligation) may not exceed the Available Loan Amount.

Exhibit D – Schedule I

EXHIBIT E

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

GUARANTOR SECURITY AGREEMENT

THIS SECURITY AGREEMENT is executed and delivered as of [_________], 20__, by [GUARANTOR]1 a Delaware limited partnership (“Fund”), and [__________________], a [_______________] (“General Partner”), in favor of BANK OF AMERICA, N.A., as administrative agent (“Administrative Agent”), for the benefit of the Secured Parties. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below.

1. Existence of Fund. Fund was formed pursuant to [those certain Articles of Amendment and Restatement dated as of [●]], and is governed pursuant to [those certain Bylaws of Fund] (in each case as amended, supplemented, or restated from time to time, [and collectively referred to herein as the “Governing Agreement”; the Governing Agreement together with the Subscription Agreements are collectively referred to herein as the “Governing Documents”]).

2. Capital Calls. Pursuant to the Governing Documents, General Partner may make one or more Capital Calls upon the Investors to make Capital Contributions to the capital of Fund subject to certain limitations specified in the Governing Documents.

3. Credit Agreement. Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (“Borrower”), as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, and Administrative Agent have entered into a Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), relating to a revolving credit facility. To secure Fund’s obligations under the Credit Agreement (as a guarantor of the obligation of Borrower thereunder), Fund and General Partner have agreed to pledge and assign to Administrative Agent, for the benefit of the Secured Parties, Fund’s and General Partner’s rights to make Capital Calls under the Governing Documents, Fund’s rights to receive payment of each Investor’s Capital Contributions, and General Partner’s right to enforce Capital Calls and the payment of Capital Contributions by each Investor.

4. Collateral and Obligations. In order to secure the Notes and the Obligations, Fund and General Partner hereby grant to Administrative Agent for the benefit of the Secured Parties, to the extent permitted by law and subject to the terms and conditions of this Security Agreement, a first priority security interest and lien in and to all of Fund’s and General Partner’s right, title and interest, as applicable, whether now owned or hereafter acquired, in and to the following (the “Collateral”):

(a) General Partner’s right to make Capital Calls, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of General Partner’s right to require or demand that Investors make Capital Contributions to the capital of Fund;

¹  Name of Guarantor to be incorporated and conforming changes to be made throughout. With respect to Initial Guarantor, references to General Partner will be substituted with “Fund” or removed, as context requires.

Exhibit E – Page 1

(b) Fund’s rights, titles, interests and privileges in and to the Capital Commitments and the right to receive the Capital Contributions and enforce payment thereof, whether now owned or hereafter acquired; and

(c) General Partner’s and Fund’s rights, titles, interests, remedies, and privileges under the Governing Documents relating to Capital Commitments and any other rights of Fund and General Partner under the Governing Documents to call for additional Capital Contributions and to receive the same, or the enforcement thereof.

Administrative Agent acknowledges that the Collateral does not include an interest in any Investor’s Subscribed Interest in Fund.

Administrative Agent, in its discretion, without in any manner impairing any rights and powers of the Secured Parties hereunder, may, at any time and from time to time, without further consent of or notice to Fund or General Partner, with or without valuable consideration file this Security Agreement or a photocopy hereof, or any financing statement with respect hereto (and any amendment, modification, supplement or continuation in respect of any such financing statement).

5. Warranties and Covenants. Fund and General Partner hereby warrant to Administrative Agent for the benefit of the Secured Parties and covenant and agree with Administrative Agent for the benefit of the Secured Parties as follows:

(a) That Fund is the sole legal and equitable owner of the Capital Commitments and the right to receive the Capital Contributions and enforce the payment thereof and has the authority to execute this Security Agreement, and this Security Agreement constitutes the legal, valid and binding obligation of Fund enforceable in accordance with the terms hereof, subject to Debtor Relief Laws and to general principles of equity; and that General Partner is the sole, legal and equitable owner and holder of the right to make Capital Calls and has the authority to execute this Security Agreement, and this Security Agreement constitutes the legal, valid and binding obligation of General Partner enforceable in accordance with the terms hereof, subject to Debtor Relief Laws and to general principles of equity;

(b) That neither Fund nor General Partner has heretofore transferred, assigned, pledged, hypothecated or granted any security interest in all or any portion of the Collateral; that they have full right and power to make the transfer, pledge and assignment and grant the security interests granted hereby; that, to the extent required by the Governing Documents, all Investors have been notified of, and have approved and consented to the transfer, pledge and assignment contained herein; and that this instrument is effective to accomplish the transfer, pledge, assignment, and grant of the security interests granted hereby;

(c) That Fund and General Partner have received direct or indirect benefit from the loans evidenced by the Notes; and that the grant of the security interest in the Collateral hereunder was a condition to the granting of such loans;

(d) That Fund and General Partner shall, at their respective sole cost and expense, execute and deliver (as applicable) (i) such forms, authorizations, documents and instruments, and do such other things, as Administrative Agent shall reasonably request, in order to require that all Investors deliver directly to the Collateral Accounts or such other account as Administrative Agent may direct all monies or sums paid or to be paid by them as and

Exhibit E – Page 2

when Capital Contributions are made pursuant to the Governing Documents; and (ii) any financing statements or other documents which Administrative Agent reasonably requests to protect or perfect the assignment, pledge, transfer and grant of the security interest made herein, security agreements, financing statements, assignments, and other collateral documents (all of which shall be deemed part of the Collateral Documents), in form and substance reasonably satisfactory to Administrative Agent, as Administrative Agent acting on behalf of the Secured Parties may reasonably request from time to time, for the purpose of granting to, or maintaining or perfecting in favor of the Secured Parties, first and exclusive security interests in any of the Collateral, together with other assurances of the enforceability and priority of the liens and assurances of due recording and documentation of the Collateral Documents or copies thereof, as Administrative Agent may reasonably require to avoid material impairment of the liens and security interests granted or purported to be granted pursuant to this Agreement; and

(e) That neither Administrative Agent nor the Secured Parties shall be responsible in any way for any depreciation in the value of the Collateral nor except to the extent of such party’s gross negligence or willful misconduct have any duty or responsibility whatsoever to take any steps to preserve any rights of Fund or General Partner in the Collateral or under the Governing Documents.

6. Remedies Upon Event of Default.

6.1 Capital Call Rights.

(a) Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in its own name or the name of Fund or General Partner, at any time upon the occurrence and during the continuation of an Event of Default, to notify any or all parties obligated to Fund with respect to the Capital Contributions to make all payments due or to become due thereon directly to Administrative Agent for the benefit of the Secured Parties at a different account than that specified in the Credit Agreement, or to initiate one or more Capital Calls in order to pay the Obligations or for any other purpose contemplated by the Credit Agreement (which Capital Calls may be in any amount required to result in payment in full of the outstanding Obligations). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Secured Parties’ right of setoff, Fund and General Partner hereby irrevocably appoint Administrative Agent as subscription agent and the sole party entitled in the name of Fund and/or General Partner (except (x) to the extent Administrative Agent may direct Fund and/or General Partner to make a Capital Call on behalf of Administrative Agent or (y) during a Notice Period, if any, pursuant to Section 11.02(b) of the Credit Agreement)) upon the occurrence and during the continuance of an Event of Default, to make any Capital Calls upon the Investors pursuant to the terms of the applicable Subscription Agreement and the Governing Agreement without the necessity of further action by Fund or General Partner.

(b) With or without such general notification as set forth in Section 6.1(a) above, upon the occurrence and during the continuation of an Event of Default, Administrative Agent, on behalf of the Secured Parties, may: (i) make Capital Calls in the name of Fund as set forth in Section 6.1(a); (ii) take or bring in Fund’s or General Partner’s name or that of Administrative Agent for the benefit of the Secured Parties all steps, actions, suits or proceedings reasonably deemed by Administrative Agent necessary or desirable to effect possession or collection of payments; (iii) complete any contract or agreement of Fund in any way related to any of the Capital Calls upon Investors to make Capital Contributions

Exhibit E – Page 3

or the collection of Capital Contributions and the enforcement thereof; (iv) take such actions with respect to the Capital Commitments as are necessary in order to pay the Obligations, and to perform the Subscription Agreements and the Governing Agreement to the extent required to effect such actions; (v) make allowances or adjustments related to the Capital Calls; (vi) compromise any claims related to the Capital Calls; (vii) issue credit in its own name or the name of Fund or General Partner to the extent necessary to reflect the making of a Capital Contribution to Fund that is not otherwise reflected in the capital accounts of Fund; or (viii) exercise any right, privilege, power, or remedy provided to Fund under its Constituent Documents, or the Subscription Agreements or relating to the right to call for and to receive Capital Contributions.

(c) Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, upon the occurrence and during the continuation of an Event of Default, on behalf of Fund and General Partner, to endorse the name of Fund or General Partner, or both, upon any check, draft, instrument, receipt, instruction or other document, agreement or item, including, but not limited to, any item evidencing payment upon a Capital Contribution of any person to Fund coming into Administrative Agent’s or any Secured Party’s possession, and to receive and apply the proceeds therefrom in accordance with the terms of the Credit Agreement.

(d) Upon the occurrence and during the continuation of an Event of Default, issuance by Administrative Agent, on behalf of the Secured Parties, of a receipt to any person obligated to pay any Capital Contributions to Fund shall be a full and complete release, discharge and acquittance of such person to the extent of any amount so paid to Administrative Agent for the benefit of the Secured Parties, so long as such amount shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any bankruptcy act or code, state or federal law, common law or equitable doctrine.

(e) Administrative Agent shall give Fund prompt notice of any action taken pursuant to this Section 6.1, but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of Fund with respect to such action. Capital Call Notices issued by Administrative Agent shall comply with the provisions regarding the issuance of Capital Call Notices of the applicable Governing Documents. Neither Administrative Agent nor the Secured Parties shall be deemed to make at any time any representation or warranty as to the validity of any Capital Call Notice nor shall Administrative Agent or the Secured Parties be accountable for Fund’s use of the proceeds of any Capital Call Notice.

6.2 Power of Attorney. Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions or other documents, agreements or items on behalf of Fund or General Partner, or both, upon the occurrence and during the continuation of an Event of Default, as shall be deemed by Administrative Agent to be necessary or advisable, in the sole discretion, reasonably exercised, of Administrative Agent, to preserve the security interests and liens herein granted or to secure the repayment of the Obligations, and neither Administrative Agent nor any Secured Party shall incur any liability in connection with or arising from its exercise of such authority and power except as a result of attorney gross negligence or willful misconduct.

Exhibit E – Page 4

6.3 Collateral Sale or other Disposition.

(a) When an Event of Default exists, Administrative Agent, on behalf of the Secured Parties, shall have the right to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Fund and General Partner hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable law. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place. Administrative Agent shall give Fund and General Partner reasonable notice of such change.

(b) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor the Secured Parties shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses of every kind (including, without limitation, the attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both), Administrative Agent shall apply the residue of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.04 of the Credit Agreement (including the return of any excess proceeds to Fund or Borrower, as applicable). If the proceeds of any sale, disposition or other remedy are insufficient to pay the Obligations in full, Fund shall remain liable for any deficiency and the reasonable fees of any attorney employed by Administrative Agent or any the Secured Party to collect. Neither Administrative Agent nor the Secured Parties shall incur any liability as a result of the sale of the Collateral at any private sale or sales.

(c) All recitals in any instrument of assignment or any other instrument executed by Administrative Agent for the benefit of the Secured Parties or by the Secured Parties incident to the sale, transfer, assignment or other disposition or utilization of the Collateral or any part thereof hereunder shall be full proof of the matters stated therein and no other proof shall be required to establish full legal propriety of the sale or other action taken by Administrative Agent for the benefit of the Secured Parties or by the Secured Parties or of any fact, condition or thing incident thereto, and all prerequisites of such sale or other action shall be presumed conclusively to have been performed or to have occurred.

Exhibit E – Page 5

6.4 Additional Rights and Remedies. Administrative Agent and the Secured Parties shall have all other rights, remedies and recourse granted in the Loan Documents and any other instrument executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including specifically those granted by the Uniform Commercial Code, as adopted in New York and any other state which governs the creation or perfection (and the effect thereof) of any security interest in the Collateral), and such rights and remedies: (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Fund and General Partner and any other party obligated under the Obligations, or against the Collateral, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent, on behalf of the Secured Parties; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Fund and General Partner that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be and shall be, non-exclusive.

6.5 Subrogation. Notwithstanding a foreclosure upon any of the Collateral or exercise of any other remedy by Administrative Agent on behalf of the Secured Parties in connection with an Event of Default, neither Fund nor General Partner shall be subrogated thereby to any rights of Administrative Agent for the benefit of the Secured Parties against the Collateral or any other security for the Obligations, or Fund or General Partner or any property of Fund or General Partner, nor shall Fund or General Partner be deemed to be the owner of any interest in the Obligations, nor shall Fund or General Partner exercise any rights or remedies with respect to Fund or General Partner or the Collateral or any other security for the Obligations or any of them or the property of Fund or General Partner until the Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid to Administrative Agent for the benefit of the Secured Parties and is fully and indefeasibly performed and discharged.

7. Limitation on Liability. Regardless of any provision of this Agreement, in the absence of gross negligence or willful misconduct by Administrative Agent or the Secured Parties, or both, neither Administrative Agent nor the Secured Parties shall be liable for the failure of Administrative Agent to collect or exercise diligence in the collection, possession or any transaction concerning, all or part of the Capital Calls, Capital Call Notices, Capital Contributions or Capital Commitments, or sums due or paid thereon, nor shall Administrative Agent or the Secured Parties be under any obligation whatsoever to anyone by virtue of the security interests and liens granted herein.

8. Notices. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be given in accordance with, and at the address set forth in, Section 13.07 of the Credit Agreement. Any notice required hereunder shall be deemed commercially reasonable if given at least ten (10) days prior to the event giving rise to the requirement of such notice, including but not limited to, notices of a private or public sale.

9. Appointment of Successor Administrative Agent. Reference is hereby made to Section 12.06 of the Credit Agreement for the terms and conditions upon which a successor Administrative Agent hereunder may be appointed. Wherever the words “Administrative Agent” are used herein, the same shall mean the Administrative Agent named in the first paragraph of this Security Agreement or the successor Administrative Agent at the time in question.

10. Binding Effect; Miscellaneous.

(a) This Security Agreement (i) shall be binding upon the undersigned and its permitted successors and assigns, and (ii) inures to the benefit of and be enforceable by the Administrative Agent, for the benefit of the Secured Parties, and each such Person’s respective successors and assigns.

Exhibit E – Page 6

(b) The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument.

(c) No delay or omission on the part of Administrative Agent or the Secured Parties in exercising any right hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion.

(d) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement.

(e) Any suit, action or proceeding against Fund or General Partner with respect to this Security Agreement or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or in the United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, as Administrative Agent in its sole discretion may elect, and Fund and General Partner each hereby submit to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Fund and General Partner each hereby irrevocably consent to the service of process in any suit, action or proceeding in said court by the mailing thereof by Administrative Agent by registered or certified mail, postage prepaid, to Fund’s address set forth on Schedule 13.07 of the Credit Agreement. Fund and General Partner each hereby irrevocably waive any objections which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, Borough of Manhattan in New York City, and each hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF FUND AND GENERAL PARTNER HEREBY WAIVE TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.

(f) The remedies given to Administrative Agent on behalf of the Secured Parties hereunder are cumulative and in addition to any and all other rights which Administrative Agent on behalf of the Secured Parties may have against Fund or General Partner or any other person or firm, at law or in equity, including exoneration and subrogation, or by virtue of any other agreement.

Exhibit E – Page 7

(g) This Security Agreement and the provisions set forth herein shall continue until the full, final, and complete satisfaction of the Obligations (other than contingent indemnification obligations for which no claim has been made), and Administrative Agent’s and the Secured Parties’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (i) the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing.

(h) Neither Administrative Agent nor the Secured Parties has assumed, and nothing contained herein shall be declared to have imposed upon Administrative Agent or the Secured Parties, any of Fund’s duties or obligations or General Partner’s duties or obligations as an Investor of Fund, except that Administrative Agent and the Secured Parties shall be bound by the provisions of the Governing Documents in exercising rights or remedies thereunder assigned to Administrative Agent hereunder.

(i) Notwithstanding anything to the contrary herein, the obligations of Fund and General Partner hereunder are subject to the recourse and nonrecourse provisions of Section 13.16 of the Credit Agreement.

(j) On the full, final, and complete satisfaction of the Obligations and delivery of the release referred to below, the security interest and lien granted by this Security Agreement shall be released and shall be of no further force or effect; provided, that if there has occurred any “Insolvency Event” (as hereinafter defined) prior to such day by or against Fund or any Partner, then, notwithstanding anything to the contrary contained herein, the security interest and lien granted by this Security Agreement shall remain in full force and effect until the Obligations shall be fully and indefeasibly paid in full (such full and indefeasible payment in full to be determined by Administrative Agent in its sole discretion, on behalf of the Secured Parties). Thereafter, upon request and the receipt of a certification from Fund that no such Insolvency Event has occurred by or against Fund, or, to the best of Fund’s knowledge after due inquiry, by or against any Partner, Administrative Agent, on behalf of the Secured Parties, shall provide Fund and General Partner, at their sole expense, a written release of the security interest and lien in and to the Collateral. “Insolvency Event” means any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to any person or its debts under any bankruptcy, insolvency or other similar law.

REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGE(S) FOLLOW.

Exhibit E – Page 8

Executed on the date first above written.

FUND:
[GUARANTOR]
By:	_______________, its general partner
By:
	Name:
	Title:
GENERAL PARTNER:
[GENERAL PARTNER]
By:
	Name:
	Title:

Signature Page to

Security Agreement

EXHIBIT F

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

ASSIGNMENT OF COLLATERAL ACCOUNT

Dated as of __________, 20__

For value received, [ASSIGNOR], a ____________ (“Assignor”), hereby (i) transfers and pledges to BANK OF AMERICA, N.A., as administrative agent for the benefit of the Secured Parties (as defined below) (“Assignee”) under that certain Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement), by and among Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (“Borrower”), as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Bank of America, N.A., as administrative agent (in such capacity, “Administrative Agent”), and the lenders party thereto, and (ii) grants to Assignee, a common law lien, claim, encumbrance upon and security interest in Account No. [_________] at Bank of America, N.A. (the “Depository”), reference the “[_________] Collateral Account”, and any extensions or renewals thereof, if the account is one which may be extended or renewed, and any successor or substitute accounts (such account or accounts and any extensions or renewals being hereinafter called the “Account”), together with all of Assignor’s right, title, and interest (whether now existing or hereafter created or arising) in and to the Account, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon, all proceeds and products thereof (but excluding any amounts withdrawn therefrom in accordance with the terms of the Loan Documents), and all instruments, documents, certificates, and other writings evidencing the Account, on the following terms and conditions:

1. This assignment (this “Assignment”) of the Account shall secure the payment and the performance of the Obligations.

2. Assignor represents and warrants that:

(a) subject to Administrative Agent’s rights in the Account, Assignor is the sole owner of the Account and has authority to execute and deliver this Assignment;

(b) except for any financing statement which may have been filed by Assignee, no financing statement covering the Account, or any part thereof, has been filed with any filing officer;

(c) no other assignment has been executed with respect to the Account, other than in favor of Assignee; and

(d) the Account is not subject to any liens or offsets of any Person other than Assignee, the Secured Parties and the Depository.

Exhibit F – Page 1

3. So long as the Obligations (other than contingent indemnification obligations for which no claim has been made) or any part thereof remains unpaid, Assignor covenants and agrees:

(a) (i) from time to time promptly to execute and deliver to Assignee all such other assignments, certificates, passbooks and supplemental writings, and do all other acts or things as Assignee may reasonably request in order to more fully evidence and perfect the security interest herein created; and (ii) Assignee may file such financing statements, amendments thereto and continuations thereof as Assignee may reasonably deem appropriate in order to more fully evidence and perfect the security interest herein created;

(b) promptly to furnish Assignee with any information or writings which Assignee may reasonably request concerning the Account;

(c) promptly to notify Assignee of any change in any fact or circumstances warranted or represented by Assignor herein or in any other writing furnished by Assignor to Assignee in connection with the Account or the Obligations;

(d) promptly to notify Assignee of any claim, action, or proceeding affecting title to the Account, or any part thereof, or the security interest herein, and, at the request of Assignee, appear in and defend any such action or proceeding; and

(e) to pay to Assignee the amount of any court costs and attorney’s fees assessed by a court and incurred by Assignee following any Event of Default or Cash Control Event hereunder.

4. Assignor covenants and agrees that without the prior consent of Assignee Assignor will not:

(a) create any other Lien in or upon, or otherwise encumber, or assign the Account, or any part thereof, or permit the same to be or become subject to any Lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the Lien herein created and any offset rights inuring to the benefit of Depository, but only to the extent same are subordinated to the Secured Parties’ Liens; or

(b) request, make or allow to be made any withdrawals from the Account except as provided hereunder or in Section 5.02 of the Credit Agreement.

Should any Capital Contributions be received by Assignor in violation of the terms hereof or of the Credit Agreement, they shall immediately upon such receipt become subject to the lien hereof and while in the hands of Assignor be segregated from all other funds of Assignor and be held in trust for the Secured Parties. Assignor shall have absolutely no dominion or control over such funds except to immediately deposit them into the Account. Assignor acknowledges and agrees that Depository shall comply with instructions originated in writing by Assignee in accordance with the terms hereof and of the Credit Agreement directing the disposition of funds in the Account without further consent of Assignor.

Exhibit F – Page 2

5. Assignee’s or the Secured Parties’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by:

(a) any adjustment, indulgence, forbearance or compromise that might be granted or given by Assignee or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations;

(b) any full or partial release of any of the foregoing;

(c) any other action taken or omitted to be taken by Assignee or the Secured Parties in connection with the Obligations, whether or not such action or omission prejudices Assignor or increases the likelihood that the Account will be applied to the Obligations; or

(d) notice of any of the foregoing.

6. Assignee, in its discretion, without in any manner impairing any rights and powers of the Secured Parties hereunder, may, at any time and from time to time, without further consent of or notice to Assignor, and with or without valuable consideration:

(a) renew or extend the maturity of or accept partial payments upon the Obligations or any part thereof;

(b) release any person primarily or secondarily liable in respect of the Obligations or any security therefor;

(c) alter in any manner that the Secured Parties may elect the terms of any instrument evidencing the Obligations or any part thereof either as to the maturity thereof, rate of interest, method of payment, parties thereto or otherwise;

(d) renew, extend or accept partial payments upon, release or permit substitutions for or withdrawals of, any security (other than the Account) at any time directly or indirectly, immediately or remotely, securing the payment of the Obligations or any part thereof; and

(e) release or pay to Assignor, or any other person otherwise entitled thereto, any amount paid or payable in respect of any such other direct or indirect security for the Obligations, or any part thereof.

7. Should any person have heretofore executed or hereafter execute, in favor of the Secured Parties, any deed of trust, mortgage, or security agreement, or have heretofore pledged or hereafter pledge any other property to secure the payment of the Obligations, or any part thereof, the exercise by the Secured Parties of any right or power conferred upon any of them in any such instrument, or by any such pledge, shall be wholly discretionary with each Secured Party, and the exercise or failure to exercise any such right or power shall not impair or diminish the Secured Parties’ rights, titles, interest, liens, and powers existing hereunder.

8. Upon the occurrence of a Cash Control Event, Assignee, on behalf of Administrative Agent and the Secured Parties, in addition to any other remedies it may have, may restrict or prohibit withdrawals from the Account (in accordance with the terms of the Credit Agreement), or may, by delivering an Activation Notice to the Bank (each as defined in the Control Agreement, in accordance with the terms of the Control Agreement) take exclusive control of the Account.

Exhibit F – Page 3

9. The term “Event of Default,” as used herein, means the existence of any “Event of Default” described in the Credit Agreement. The term “Cash Control Event,” as used herein, means the existence of any “Cash Control Event” described in the Credit Agreement.

10. During the existence of an Event of Default, Assignee, on behalf of the Secured Parties, in addition to any other remedies it may have, may do one or more of the following:

(a) demand payment and performance thereof from the funds in or credited to the Account; and

(b) withdraw funds from the Account and apply all or any portion of the Account to the Obligations as described in paragraph 12 hereof.

11. Assignor hereby authorizes Assignee during the existence of an Event of Default and so long as any part of the Obligations (other than contingent obligations for which no claim has been made) remain outstanding:

(a) to withdraw, collect, and receipt for any and all funds on deposit in or payable on the Account, and apply such funds to payment of the Obligations;

(b) on behalf of Assignor to endorse the name of Assignor upon any checks, drafts, or other instruments payable to Assignor evidencing payment on the Account;

(c) to surrender or present for notation of withdrawal the passbook, certificate, or other documents issued to Assignor in connection with the Account; and

(d) exercise any other rights or take any other actions specified herein or in the Credit Agreement.

12. Neither Assignee nor any other Secured Party shall be liable for any loss of interest on or any penalty or charge assessed against funds in, payable on, or credited to the Account as a result of Assignee or any Secured Party exercising any of its rights or remedies under this Assignment and in accordance with the Loan Documents except to the extent resulting from the gross negligence or willful misconduct of Assignee or such Secured Party, as determined in a final, non-appealable judgment by a court of competent jurisdiction.

13. Subject to and in accordance with the terms of the Credit Agreement, Assignee shall be entitled to apply any and all funds received by it pursuant to paragraph 10(b) toward payment and performance of the Obligations (other than contingent indemnification obligations for which no claim has been made) in such order and manner as Assignee, in its discretion, may elect, subject to the terms of the Credit Agreement. If such funds are not sufficient to pay and perform the Obligations in full (other than contingent indemnification obligations for which no claim has been made), and Assignor shall remain liable for any deficiency, the liability of each person obligated on the Obligations to be determined by Assignee following its receipt and crediting of such funds. Upon full and final payment of the Obligations (other than contingent indemnification obligations for which no claim has been made), the rights of Assignee in and to the Account hereunder will be deemed to be released and of no further force and effect.

Exhibit F – Page 4

14. All rights, titles, interests, liens, and remedies of the Secured Parties hereunder are cumulative of one another and of every other right, title, interest, lien, or remedy which the Secured Parties may otherwise have at law or in equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of the Obligations, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. Should Assignor have heretofore executed or hereafter execute any other security agreement in favor of the Secured Parties, the security interest therein created and all other rights, powers, and privileges vested in the Secured Parties by the terms thereof shall exist concurrently with the security interest created herein.

15. Should any part of the Obligations be payable in installments, the acceptance by Assignee at any time and from time to time of part payment of the aggregate amount of all installments then matured shall not be deemed to be a waiver of the default then existing. No waiver by the Secured Parties of any default shall be deemed to be a waiver of any other subsequent default, nor shall any such waiver by the Secured Parties be deemed to be a continuing waiver. No delay or omission by the Secured Parties in exercising any right or power hereunder, or under any other writings executed by Assignor or Obligor as security for or in connection with the Obligations, shall impair any such right or power or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof, or the exercise of any other right or power of the Secured Parties hereunder or under such other writings.

16. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be given in accordance with, and at the address referred to in, Section 13.07 of the Credit Agreement. Any notice required hereunder shall be deemed commercially reasonable if given at least ten (10) days prior to the event giving rise to the requirement of such notice, including but not limited to, notices of a private or public sale.

17. No provision herein or in any promissory note, instrument, or any other loan document evidencing the Obligations shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest in such respect is provided for herein or in any such promissory note, instrument, or any other loan document, the provisions of this paragraph shall govern, and Assignor shall not be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law. The intention of the parties being to conform strictly to the usury laws now in force, all promissory notes, instruments, and other loan documents evidencing the Obligations shall be held subject to reduction to the amount allowed under said usury laws as now or hereafter construed by the courts having jurisdiction.

18. (a) PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION GOVERN THE CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF LIENS UNDER THIS ASSIGNMENT, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS ASSIGNMENT. (b) NOTWITHSTANDING THE FOREGOING, THE PARTIES HERETO AGREE THAT THE STATE OF NEW YORK SHALL BE DEEMED TO BE THE JURISDICTION OF THE DEPOSITORY FOR PURPOSES OF ANY MATTER IN RESPECT HEREOF RELATING TO OR ARISING UNDER SECTION 9-304 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEW YORK. (c) ASSIGNOR AND BANK OF AMERICA, N.A., EXPRESSLY AGREE THAT THE TERMS AND CONDITIONS OF ANY AGREEMENT ESTABLISHING THE ACCOUNT OR OTHERWISE GOVERNING THE ACCOUNT SHALL, TO THE EXTENT INCONSISTENT HEREWITH (INCLUDING IN RESPECT OF THE FOREGOING CLAUSE (b)), BE SUBORDINATE TO AND CONTROLLED BY THIS ASSIGNMENT.

Exhibit F – Page 5

19. Any suit, action or proceeding against Assignor with respect to this Assignment or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or in the United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, as Assignee in its sole discretion may elect, and Assignor hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Assignor hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by Assignee by registered or certified mail, postage prepaid, to Assignor’s address set forth on Schedule 13.07 of the Credit Agreement. Assignor hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Assignment brought in the courts located in the State of New York, Borough of Manhattan in New York City, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. ASSIGNOR HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS ASSIGNMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.

20. This Assignment (i) shall be binding upon Assignor and its permitted successors and assigns, and (ii) inures to the benefit of and is enforceable by the Assignee and its successors and permitted assigns. Assignor shall not transfer or assign any rights or obligations hereunder without the prior written consent of Administrative Agent, except in accordance with the terms of the Credit Agreement.

21. This Assignment and the provisions set forth herein shall continue until the full, final, and complete satisfaction of the Obligations (other than contingent indemnification obligations for which no claim has been made), and the Assignee’s and the Secured Parties’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (i) the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Assignee or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing.

22. On the full, final, and complete satisfaction of the Obligations (other than contingent indemnification obligations for which no claim has been made), this Assignment shall be of no further force or effect. Thereafter, upon request, Assignee, on behalf of the Secured Parties, shall provide Assignor, at Assignor’s sole expense, a written release of Assignor’s obligations hereunder and an assignment of the Account to Assignor, each in form reasonably satisfactory to Assignor.

REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGE(S) FOLLOWS.

Exhibit F – Page 6

ASSIGNOR ACKNOWLEDGES RECEIPT OF A COPY OF THIS ASSIGNMENT. Assignor has executed this Assignment as of the date first above written, intending to create an instrument executed under seal.

ASSIGNOR:
[ASSIGNOR]
By:
	Name:
	Title:

Signature Page to

Assignment of Collateral Account

DEPOSITORY ACKNOWLEDGMENT

The undersigned depository, Bank of America, N.A. (the “Depository”), acknowledges that Assignor has assigned the Account as described in the foregoing Assignment of Collateral Account (the “Assignment”, with capitalized terms not defined herein being used herein as therein defined). The records of the Depository have been marked to show the Assignment. The Depository hereby acknowledges that the Account, as described in the Assignment, has been validly created by the Depository in favor of Assignor, and the provisions set forth in Section 18 of the Assignment are hereby incorporated by reference as if set forth herein verbatim.

Notwithstanding any other provision to the contrary in any other agreement between the Depository and the Assignor and/or the Assignee, the Depository agrees that if at any time it shall receive any notice from Assignee declaring that a Cash Control Event has occurred, and instructions directing deposition of funds in the Account, the Depository shall comply with such instructions without further consent by the Assignor until such time as Depository receives notice from Assignee stating that such Cash Control Event no longer exists. In the event the Assignor is permitted to give instructions with respect to the Account, notwithstanding anything to the contrary contained in any other agreement between the Depository and the Assignor and/or the Assignee, if at the time the Depository shall receive conflicting instructions from the Assignor and the Assignee, the Depository shall follow the instructions of the Assignor, unless Depository is in receipt of a notice (that has not been withdrawn, revoked or otherwise terminated) declaring that a Cash Control Event has occurred.

The Depository hereby subordinates any and all rights of set-off and all other rights and liens of the Depository against the Account to the rights, security interests, and liens under the Assignment, and agrees that, so long as the Obligations remain outstanding, Depository shall not, without the prior written consent of the Assignee, which consent may be withheld by the Assignee in its sole and absolute discretion, with or without cause, exercise or enforce any rights or remedies with respect to the Account except as required to preserve its rights in the case of bankruptcy, reorganization or insolvency proceedings with respect to the Assignor, and except that the Depository may charge the Account for any charges, fees and expenses for which Assignor is responsible and which relate to the transactions contemplated by the Assignment or the Credit Agreement referred to therein. Such subordination and agreement shall be effective during any period the Credit Agreement is effective except during an Activation Period under any Control Agreement.

The Depository may rely upon, and shall be fully protected, indemnified and held harmless in acting or refraining from acting upon any notice (including, without limitation, electronically confirmed facsimiles of such notice) received from the Assignee or the Assignor (including, without limitation, any notice of an Event of Default or Cash Control Event as defined in the Assignment or the Credit Agreement referred to in the Assignment) and believed by it to be genuine and to have been signed or presented by the proper party or parties.

The Depository further agrees to provide Assignee with copies of all notices and records sent to Assignor relating to the Account, and will deliver to Assignee all monthly (or other periodic) statements of the Account and respond to inquiries by Assignee about any deposits, withdrawals or any other matters relating to the Account, to the same extent Depository makes such information available to the Account holder, and Assignor hereby acknowledges and consents to such agreement by Depository.

Assignor and Depository agree that Depository’s “jurisdiction” for purposed of Article 9 of the New York Uniform Commercial Code is the State of New York.

This Depository Acknowledgment shall be effective as of the date of the Assignment.

Depository Acknowledgment

BANK OF AMERICA, N.A.
By:
	Name:
	Title:

Signature Page to

Depository Acknowledgment

Acknowledged and Agreed:
ASSIGNOR:
[ASSIGNOR]
By:
	Name:
	Title:

Signature Page to

Depository Acknowledgment

EXHIBIT G

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

[RESERVED]

Exhibit G – Page 1

EXHIBIT H

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

[RESERVED]

Exhibit H – Page 1

EXHIBIT I

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [ASSIGNOR] (the “Assignor”) and [ASSIGNEE] (the “Assignee”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below (as amended, supplemented or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below: (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit and guarantees included in such facilities); and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
	[Assignor [is][is not] a Defaulting Lender.]
2.	Assignee:
		[Assignee is an Affiliate/Approved Fund of [identify Lender]1]
3.	Borrower:	Invesco Commercial Real Estate Finance Investments, LP

¹  Select or delete as applicable.

Exhibit I – Page 1

4.	Administrative Agent: Bank of America, N.A. as Administrative Agent under the Credit Agreement
5.	Credit Agreement: The Revolving Credit Agreement dated as of May 10, 2023, by and among Invesco Commercial Real Estate Finance Investments, LP, as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Bank of America, N.A., as Administrative Agent, and the lenders party thereto, as the same may be amended from time to time.
6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment for all Lenders2	Amount of Commitment Assigned	Percentage Assigned of Commitment/Loans3
Revolving Credit Commitment	$	$		%

7.         [Trade Date:                     ______________]⁴

Effective Date: ______ __, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGES FOLLOW.

²  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

³  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁴  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Exhibit I – Page 2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]:
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
[NAME OF ASSIGNOR]
By:
	Name:
	Title:

Signature Page to

Assignment and Assumption

ASSIGNEE[S]:
[NAME OF ASSIGNEE]
By:
	Name:
	Title:
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

Signature Page to

Assignment and Assumption

[Consented to and]1 Accepted:
BANK OF AMERICA, N.A., as Administrative Agent
[and Letter of Credit Issuer]
By:
	Name:
	Title:

¹  To be used only if the consent of Administrative Agent [and Letter of Credit Issuer] is required by the terms of the Credit Agreement.

Signature Page to

Assignment and Assumption

[Consented to]2 [and Acknowledged] by:3
BORROWER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:

²  To be used only if Borrower’s consent is required pursuant to the definition of “Eligible Assignee” under the Credit Agreement.

³  To be used only if the assignment is made as the result of a demand by Borrower under the Credit Agreement.

Signature Page to

Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.01. Assignor. The Assignor: (a) represents and warrants that: (i) it is the legal and beneficial owner of the Assigned Interest; (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim; (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to: (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document; (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder; (iii) the financial condition of Borrower, any of its subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document; or (iv) the performance or observance by Borrower, any of its subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.02. Assignee. The Assignee: (a) represents and warrants that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement); (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder; (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 9.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent, the Assignor or any other Lender; and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that: (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and

Exhibit I – Annex 1

Assumption. Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to the choice of law principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Assignment and Assumption.

Exhibit I – Annex 1

EXHIBIT J

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

COMPLIANCE CERTIFICATE

FOR [_______________] ENDED [_______________]

DATE: _________, 20__

ADMINISTRATIVE AGENT:	Bank of America, N.A.
BORROWER:	Invesco Commercial Real Estate Finance Investments, LP
GUARANTORS:	Invesco Commercial Real Estate Finance Trust, Inc.

This certificate is delivered under the Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), among Invesco Commercial Real Estate Finance Investments, LP (“Borrower”), as borrower, Invesco Commercial Real Estate Finance Trust, Inc. (“Guarantor”), as guarantor, Administrative Agent, and the lenders party thereto. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned Responsible Officer hereby certifies in his/her official capacity, and not in any individual capacity, as of the date hereof that he/she is authorized to execute and deliver this certificate to Administrative Agent on behalf of Borrower and Guarantor, and that as of [date at the end of the period indicated above] (the “Reporting Date”):

(a) The undersigned has reviewed and is familiar with the terms and provisions of the Loan Documents and has made, or caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the account period covered by the attached financial statements, and no Event of Default (nor any Potential Default) exists which has not been cured or waived (except the Events of Default or Potential Defaults, if any, together with the details of the actions that the Loan Parties are taking or propose to take with respect thereto, described on Annex A to this Certificate);

(b) The financial statements of the Loan Parties attached to this certificate were prepared in accordance with GAAP, and fairly present the financial condition and the results of operations of the Loan Parties on the dates and for the periods indicated, subject, in the case of interim financial statements, to normally recurring year-end adjustments;

Exhibit J – Page 1

(c) The Loan Parties are in compliance with Section 10.10 of the Credit Agreement, and calculations evidencing such status are as set forth on Annex B to this certificate;

(d) Except as set forth on Annex C to this certificate: (i) no Investor has changed its name or otherwise changed its identity by merger or otherwise; (ii) all Subsequent Investors, if any, have satisfied the conditions under Section 10.05(d) of the Credit Agreement; (iii) to the knowledge of the Guarantors, no Investor is subject to an Exclusion Event; and (iv) no Investor is in default under the applicable Subscription Agreement, the applicable Governing Agreement or, to its actual knowledge, any applicable Intermediary Documents;

(e) Except as set forth on Annex D to this certificate, the status report of Borrower’s investments and activities most recently delivered to Administrative Agent is true and correct as of the date hereof; and

(f) The date of the “Initial Closing” (as defined in the Subscription Agreements of Initial Guarantor) is [_________________________].

☐ Check for distribution to PUBLIC and Private side Lenders.¹

[Signature of Responsible Officer]
By:
	Name:
	Title:

¹  If this is not checked, this certificate will only be posted to Private side Lenders.

Exhibit J – Page 2

ANNEX A

ANNEX B

ANNEX C

ANNEX D

EXHIBIT K

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Revolving Credit Agreement dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Invesco Commercial Real Estate Finance Investments, LP, as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto.

Pursuant to the provisions of Section 4.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished Administrative Agent and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent, and (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:
Date:                  __, 20[  ]

Exhibit K – Page 1

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Revolving Credit Agreement dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Invesco Commercial Real Estate Finance Investments, LP, as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto.

Pursuant to the provisions of Section 4.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date:                  __, 20[  ]

Exhibit K – Page 2

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Revolving Credit Agreement dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Invesco Commercial Real Estate Finance Investments, LP, as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto.

Pursuant to the provisions of Section 4.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date:                  __, 20[  ]

Exhibit K – Page 3

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Revolving Credit Agreement dated as of May 10, 2023 (as amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Invesco Commercial Real Estate Finance Investments, LP, as borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto.

Pursuant to the provisions of Section 4.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished Administrative Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent, and (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:
Date:                  __, 20[  ]

Exhibit K – Page 4

EXHIBIT L

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Joinder Agreement”), dated as of [__________], [20__], is entered into by and among [NEW GUARANTOR] (“New Guarantor”), INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“Borrower”), INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., as guarantor, in connection with that certain Revolving Credit Agreement dated as of May 10, 2023 among Bank of America, N.A., as Administrative Agent (as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Credit Agreement.

A. New Guarantor desires to become a “Guarantor” under the Credit Agreement, pursuant to Section 2.16 thereof.

B. Accordingly, New Guarantor hereby agrees as follows with Administrative Agent, for the benefit of the Secured Parties:

1. New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, it will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement and the other Loan Documents. New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Documents applicable to a Guarantor. Without limitation of the foregoing, to the extent applicable to it, New Guarantor represents and warrants that the representations and warranties in Section 8 of the Credit Agreement, except as set forth in Paragraph 2 below, applicable to a Guarantor are true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” in respect of such representations and warranties) as of the date hereof as to such New Guarantor (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date).

2. The aggregate amount of the Unfunded Commitments of all Investors in New Guarantor as of the date hereof is $__________. The aggregate amount of the Unfunded Commitments of all Included Investors in New Guarantor as of the date hereof is $__________. The aggregate amount of the Unfunded Commitments of all Designated Investors in New Guarantor as of the date hereof is $__________.

3. New Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto.

4. The current Loan Parties confirm that, notwithstanding the joinder of the New Guarantor to the Loan Documents, all of their obligations under the Credit Agreement are and shall continue to be in full force and effect.

Exhibit L – Page 1

5. New Guarantor hereby agrees that, upon becoming a Guarantor, it will be jointly and severally liable for the Guarantor Obligation in accordance with the terms of the Credit Agreement.

6. New Guarantor agrees that at any time and from time to time, upon the reasonable written request of Administrative Agent, it will execute and deliver such further documents and do such further acts and things as Administrative Agent may reasonably request in order to effect the purposes of this Joinder Agreement.

7. The address of New Guarantor for purposes of Section 13.07 of the Credit Agreement shall be the same as the address of Loan Parties referred to in Schedule 13.07 of the Credit Agreement.

8. The date of the “Initial Closing” for the purposes of Section 8.21 of the Credit Agreement and as defined in the Governing Agreement and/or Subscription Agreements of New Guarantor is ____________.

9. This Joinder Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one document.

10. This Joinder Agreement shall become effective, and New Guarantor shall become a Guarantor, in accordance with Section 2.16 of the Credit Agreement.

11. THIS JOINDER AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGE(S) FOLLOWS.

Exhibit L – Page 2

IN WITNESS WHEREOF, New Guarantor and the current Loan Parties have caused this Joinder Agreement to be duly executed by their authorized officers, and the Administrative Agent, for the benefit of the Secured Parties, has caused the same to be accepted and agreed to by its authorized officer, as of the day and year first above written.

[NEW GUARANTOR]
By:	, its
general partner
By:
	Name:
	Title:

Signature Page to

Joinder Agreement

BORROWER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:
GENERAL PARTNER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE TRUST INVESTMENTS GP, LLC
By:
	Name:
	Title:
GUARANTOR:
INVESCO COMMERCIAL REAL ESTATE
FINANCE TRUST, INC.
By:
	Name:
	Title:

Signature Page to

Joinder Agreement

ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent, the Letter of Credit Issuer and a Lender
By:
	Name:
	Title:

Signature Page to

Joinder Agreement

EXHIBIT M

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

FACILITY INCREASE REQUEST

__________, 20__

Bank of America, N.A.

901 Main Street, 64th Floor

Dallas, TX 75202

Attn: Matt Lohr

(214) 209-4034

matt.lohr@bofa.com (e-mail)

Ladies and Gentlemen:

This facility increase request (this “Facility Increase Request”) is executed and delivered by Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (“Borrower”) to Bank of America, N.A., as administrative agent (“Administrative Agent”), pursuant to that certain Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented, or restated from time to time, the “Credit Agreement”), entered into by and among Borrower, Invesco Real Estate Income Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Borrower hereby requests an increase in the Maximum Commitment pursuant to Section 2.13 of the Credit Agreement to $____________¹ (the “Facility Increase”), and that the Facility Increase be effective on or after ____________, 20__.

In connection with the Facility Increase requested hereby, Borrower hereby represents, warrants, and certifies to Administrative Agent for the benefit of the Secured Parties that:

(a) As of the date of the Facility Increase Request, each representation and warranty made in Section 8 of the Credit Agreement and in each other Loan Document is true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” in respect of such representations and warranties ), with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” in respect of such representations and warranties) as of such earlier date except to the extent of any change in facts and circumstances that have been disclosed to the Administrative Agent in writing that do not constitute an Event of Default or a Potential Default and except that for the purposes of this Facility Increase Request, the representations and warranties contained in Section 8.08 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01 of the Credit Agreement);

¹  Amount of Facility Increase must be in increments of not less than $25,000,000.

Exhibit M – Page 1

(b) On the date of the Facility Increase Request, no Event of Default or, to Borrower’s knowledge, Potential Default has occurred and is continuing or would result from the Facility Increase; and

(c) After giving effect to the Facility Increase, the Maximum Commitment will not exceed $135,000,000.

In the event that between the date hereof and the date of the Facility Increase, (i) any event should occur which could reasonably be expected to be an Event of Default or Potential Default or have a Material Adverse Effect; or (ii) any representation, warranty or certification set forth above is inaccurate if made on the date of the Facility Increase, Borrower shall notify Administrative Agent.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGE(S) FOLLOW(S).

Exhibit M – Page 2

This Facility Increase Request is executed as of the date first above written. The undersigned hereby certifies each and every matter contained herein to be true and correct.

BORROWER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:

Signature Page to

Facility Extension Request

EXHIBIT N

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

BORROWING BASE CERTIFICATE

__________, 20__

Bank of America, N.A.

901 Main Street, 64th Floor

Dallas, TX 75202

Attn: Matt Lohr

(214) 209-4034

matt.lohr@bofa.com (e-mail)

Ladies and Gentlemen:

This BORROWING BASE CERTIFICATE is executed and delivered by Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (“Borrower”) to Bank of America, N.A., as administrative agent (“Administrative Agent”), pursuant to that certain Revolving Credit Agreement, dated as of May 10, 2023 (as amended, supplemented, or restated from time to time, the “Credit Agreement”), entered into by and among Borrower, Invesco Real Estate Income Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto. Capitalized terms not defined herein have the meanings assigned to such terms in the Credit Agreement.

In connection with the [Loan Notice / Request for Letter of Credit / Capital Call Notice] attached hereto, the undersigned Responsible Officer hereby represents, warrants, and certifies to Administrative Agent for the benefit of Secured Parties that, as of the date hereof, the attached Schedule 1 accurately sets forth the following:

(a) the Capital Commitments of all Investors;

(b) the Unfunded Commitments of all Investors;

(c) the Unfunded Commitments of Included Investors;

(d) the Capital Contributions made by all Investors;

(e) the Returned Capital attributable to all Investors;

(f) the Available Loan Amount; and

(g) all calculations evidencing the foregoing.

Exhibit R – Page 1

This Borrowing Base Certificate is executed on __________, 20__. Borrower hereby certifies each and every matter contained herein to be true and correct.

BORROWER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:

Signature Page to

Borrowing Base Certificate

SCHEDULE 1

Schedule 1

EXHIBIT O

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

BORROWER INSTRUCTION CERTIFICATE / REMITTANCE INSTRUCTIONS

BORROWER’S INSTRUCTION CERTIFICATE

Certificate of Incumbency

On ________________, I, [Name of Corporate Secretary OR Equivalent], an authorized signatory of Invesco Commercial Real Estate Finance Trust Investments GP, LLC, a Delaware limited liability company, the general partner of Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership, (“Borrower”), which said Borrower has executed a certain Revolving Credit Agreement dated May 10, 2023, as amended, with Bank of America, N.A., as Administrative Agent (“Bank”), in the stated original principal amount of $135,000,000 (“Loan Agreement”), and do hereby certify that the Authorized Signers and Authorized Persons whose names, titles and signatures appear in Sections I and II below are authorized to act on behalf of Borrower for the specified purposes indicated below.

Section I – General Authorization. The undersigned authorized signatory on behalf of Borrower certifies that any individual in this Section I (each an “Authorized Signer”) is authorized, acting alone, to act on behalf of Borrower for all purposes including, but not limited to obtaining any and all information pertaining to the Loan, requesting any action under the loan documents, providing any certificates on behalf of Borrower, and appointing and changing Authorized Persons (defined in Section II below). All persons who signed, or will sign, the Loan Agreement on behalf of Borrower must sign in this Section I.

NOTE: All persons or titles listed below are also listed in the most recent borrowing resolution.

Name Title Signature Specimen

Section II – Draw Requests for Loan Proceeds Authorization. The undersigned authorized signatory on behalf of Borrower certifies that any individual listed in this Section II (each an “Authorized Person”) is authorized to act on behalf of Borrower in providing draw requests and/or requesting disbursements of Loan proceeds and/or proceeds from the applicable reserve account.

Name Title Signature Specimen

Exhibit O

I further certify that the specimen signatures set forth above in Sections I and II, next to each name are the true and genuine signatures of such persons, and Bank may conclusively rely on the accuracy, genuineness, and good faith of any written, oral or electronic communication from any of the above listed individuals, for the specified purposes so stated. Bank may rely on this Borrower’s Instruction Certificate until written notice is received by Bank, revoking the authorizations in Sections I and II and/or replacing this with a new Borrower’s Instruction Certificate, and such notice shall be effective not sooner than five (5) Business Days following receipt thereof.

  Print Name of Corp. Secretary (or Equivalent)   Signature of Corp. Secretary (or
Equivalent)   Title

[BELOW certification must be signed by a DIFFERENT person than directly above AND one of the parties listed in Section 1.    

If only one authorized signer for the borrower, delete the below certification.]

I certify that the signature immediately set forth above is a true and genuine signature of such person, and Bank may conclusively rely on its accuracy and genuineness for the specified purposes so stated.

  Printed Name of Person from Section I   Signature of Person from Section I   Title

Exhibit O

BORROWER REMITTANCE INSTRUCTIONS

(See attached)

Exhibit O

EXHIBIT P

Revolving Credit Agreement

by and among

Invesco Commercial Real Estate Finance Investments, LP, as Borrower,

Invesco Commercial Real Estate Finance Trust, Inc., as Guarantor, and

Bank of America, N.A., as Administrative Agent

NOTICE OF LOAN PREPAYMENT

__________, 20__

Bank of America, N.A.

901 Main Street, 64th Floor

Dallas, TX 75202

Attn: Matt Lohr

(214) 209-4034

matt.lohr@bofa.com (e-mail)

Ladies and Gentlemen:

This Notice of Loan Prepayment (this “Notice of Loan Prepayment”) is executed and delivered by INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“Borrower”) to Bank of America, N.A., as administrative agent (“Administrative Agent”), pursuant to Section 3.05 of that certain Revolving Credit Agreement, dated as of May 10, 2023 (as amended, modified, supplemented, or restated from time to time, the “Credit Agreement”), entered into by and among Borrower, Invesco Commercial Real Estate Finance Trust, Inc., as guarantor, Administrative Agent, and the lenders party thereto. Capitalized terms not defined herein have the meanings assigned to such terms in the Credit Agreement.

Borrower hereby notifies Administrative Agent that on _____________¹¹ pursuant to Section 3.05 of the Credit Agreement, Borrower intends to prepay/repay the following Loans as more specifically set forth below:¹²

Optional prepayment of Loans in the following amount(s):

☐ Term Rate Loans: $ __________¹³

☐ Base Rate Loans: $ __________¹⁴

Delivery of an executed counterpart of a signature page of this Notice of Loan Prepayment by fax or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Notice of Loan Prepayment.

¹¹  Specify date of such prepayment.

¹²  The Notice of Loan Prepayment must be received by Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Term Rate Loans and (ii) on the date of prepayment of Reference Rate Loans.

¹³  Any prepayment of Term Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).

¹⁴  Any prepayment of Reference Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).

Exhibit P

Remainder of Page Intentionally Left Blank;

Signature Page(s) Follow.

Exhibit P

This Facility Reduction Request is executed on __________, 20__. The undersigned hereby certifies each and every matter contained herein to be true and correct.

BORROWER:
INVESCO COMMERCIAL REAL ESTATE
FINANCE INVESTMENTS, LP
By:	Invesco Commercial Real Estate Finance Trust
	Investments GP, LLC, its general partner
By:
	Name:
	Title:
[QUALIFIED BORROWER:
[QUALIFIED BORROWER]
By:
	Name:
	Title:]

Exhibit P

EX-10.3

Exhibit 10.3

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

DEALER MANAGER AGREEMENT

May 5, 2023

Invesco Distributors, Inc.

11 Greenway Plaza

Suite 1000

Houston, Texas 77046-1173

Ladies and Gentlemen:

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), is offering (the “Offering”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum, dated March 2023 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”), shares of the Company’s Class S Common Stock (“Class S Shares”), Class D Common Stock (“Class D Shares”), Class I Common Stock (“Class I Shares”) and Class E Common Stock (“Class E Shares”), $0.01 par value per share (the “Shares”). The Offering is a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”). The initial purchase price per Share will be $25, and thereafter will equal the prior month’s NAV per Share for each such class, as defined in the Memorandum. Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

Except as otherwise agreed by the Company and the Dealer Manager (as defined below), Shares sold through the Dealer Manager are to be sold through the Dealer Manager, as the dealer manager, and the Participating Distribution Agents (as defined below) with whom the Dealer Manager has entered into or will enter into Participating Distribution Agreements (as defined below). The Shares will be offered and sold to the public as described under the caption “Plan of Distribution” in the Memorandum. Until the Company begins determining the net asset value (“NAV”) per Share, the purchase price per Share will be $25.00; thereafter, the purchase price per Share will vary and will generally equal the prior month’s NAV per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum. For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering (in each case, the “Termination Date”). It is understood that no sale of Shares will be effective unless and until accepted by the Company.

Upon the terms and conditions contained in this Dealer Manager Agreement (this “Agreement”), the Company hereby appoints Invesco Distributors, Inc., a Delaware corporation, to act as the exclusive dealer manager (the “Dealer Manager”) for the Offering to solicit, or cause to be solicited, purchasers of the Shares on a “best efforts” basis in the Offering upon the terms and conditions set forth in the Memorandum. The Dealer Manager hereby accepts the engagement.

Terms not defined herein shall have the same meaning as in the Memorandum.

In consideration of the mutual covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the parties agree as follows:

1. Representations and Warranties of the Company. The Company hereby represents and warrants as follows as of the date hereof; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Company only make such representations and warranties as of such date or dates:

(a) Private Placement Memorandum. From the date hereof and at all times subsequent thereto up to and including the Termination Date, the Memorandum will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in the Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by the Dealer Manager or any Participating Distribution Agent (as defined in Section 3(b) below) expressly for use in the Memorandum.

(b) Status. The Company is a corporation duly formed and validly existing under the Maryland General Corporation Law and is in good standing with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(c) Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affect creditors’ rights and remedies generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by applicable law or public policy.

(d) Non-contravention; Consent. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not result in a breach of any of the terms and provisions of, or constitute a default under:

(i) the Company’s or any of its subsidiaries’ charters, bylaws or other organizational documents, as the case may be;

(ii) any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound; or

(iii) any rule, regulation or order of any court or other governmental agency or body with jurisdiction over the Company, any subsidiary or any of their respective properties, except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Company MAE (as defined below).

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No consent, approval, authorization or order of any court or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein by the Company except as have been obtained under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Shares or under the laws of states in which the Company or any of its subsidiaries may own real properties in connection with its qualification to transact business in those states or as may be required by subsequent events which may occur.

As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Company and its subsidiaries considered as a whole or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Shares.

(e) Pending Actions. Except as disclosed in the Memorandum, there are no actions, suits or proceedings against, or investigations of, the Company or any of its subsidiaries pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries before any court, arbitrator, administrative agency or other tribunal:

(i) challenging the validity of this Agreement;

(ii) seeking to prevent the issuance of the Shares or the consummation of any of the transactions contemplated by this Agreement;

(iii) that would reasonably be expected to materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, this Agreement or the Shares;

(iv) that would reasonably be expected to result in a Company MAE, or

(v) seeking to affect adversely the federal income tax attributes of the Shares.

The Company shall provide prompt notice to the Dealer Manager of the occurrence of any action, suit, proceeding or investigation of the type referred to above arising or occurring on or after the date of the Agreement.

(f) Authorization of Shares. The issuance and sale of the Shares has been duly authorized by the Company, and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Shares by the Company are not subject to preemptive or other similar rights arising by operation of law, under the charter or bylaws of the Company or under any agreement to which the Company is a party or otherwise. The Shares conform in all material respects to the description of the Shares contained in the Memorandum.

(g) Investment Company. The Company does not intend to conduct its business so as to be an “investment company” as that term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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(h) REIT Qualifications. The Company will make a timely election to be subject to tax as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for its taxable year ended December 31 of the year in which the Company commences material operations. The Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT. The Company’s current and proposed method of operation as described in the Memorandum will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

(i) Material Adverse Change. Since the respective dates as of which information is given in the Memorandum, except as may otherwise be stated therein or contemplated hereby, there has not occurred a Company MAE, whether or not arising in the ordinary course of business.

(j) Government Permits. The Company and its subsidiaries possess all certificates, authorities, permits, licenses, approvals consents and other authorizations (collectively “Government Permits”) issued by the appropriate state, federal, local or foreign regulatory agencies or bodies necessary to conduct the business contemplated or operated by them, other than those Government Permits the failure of which to possess or own, would not cause, individually or in the aggregate, a Company MAE. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Government Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.

2. Representations and Warranties of the Dealer Manager. The Dealer Manager hereby represents and warrants as follows as of the date hereof; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Dealer Manager only make such representations and warranties as of such date or dates:

(a) Status. The Dealer Manager is a Delaware corporation duly formed and validly existing under the General Corporation Law of the State of Delaware with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) Broker-Dealer. The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of FINRA, and a broker or dealer duly registered as such in those states or jurisdictions where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each employee and representative of the Dealer Manager have all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.

(c) Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Dealer Manager and constitutes the valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affects creditors’ rights or remedies generally or by equitable principles relating to the availability of remedies and except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by applicable law or public policy.

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(d) Non-contravention. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not result in a breach of any of the terms and provisions of, or constitute a default under:

(i) the Dealer Manager’s charter, bylaws or other organizational documents, as applicable;

(ii) any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Dealer Manager is a party or by which the Dealer Manager is bound; or

(iii) any rule or regulation or order of any court or other governmental agency or body with jurisdiction over the Dealer Manager except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Dealer Manager MAE (as defined below).

No consent, approval, authorization or order of any court or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein by the Dealer Manager except as have been obtained under the Securities Act or the Exchange Act, from FINRA or as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Shares or under the laws of states in which the Dealer Manager may be required to qualify to transact business.

As used in this Agreement, “Dealer Manager MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Dealer Manager or (B) the ability of the Dealer Manager to perform its obligations under this Agreement or the validity or enforceability of this Agreement against the Dealer Manager.

(e) None of (i) the Dealer Manager, (ii) any of the Dealer Manager’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of the Dealer Manager, or (iv) any other officers or employees of the Dealer Manager or any such general partner or managing member of the Dealer Manager that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Dealer Manager Covered Person” and, collectively, the “Dealer Manager Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares. The Dealer Manager has exercised and will continue to exercise reasonable care to determine the identity of each person that is a Dealer Manager Covered Person and whether any Dealer Manager Covered Person is subject to a Disqualifying Event. The Dealer Manager will promptly notify the Company in writing of (x) any Disqualifying Event relating to any Dealer Manager Covered Person not previously disclosed to the Company in accordance with this Section 2(e) and (y) any event that would, with the passage of time, become a Disqualifying Event relating to any Dealer Manager Covered Person.

(f) The information under the caption “Plan of Distribution” in the Memorandum and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Memorandum or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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3. Offering and Sale of the Shares.

(a) Engagement of Dealer Manager. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby engages and appoints the Dealer Manager as its exclusive dealer manager to offer, and to cause Participating Distribution Agents to offer, on a “best efforts” basis, the Shares in the Offering on the terms and conditions set forth in the Memorandum and in the Subscription Agreement. The Dealer Manager hereby accepts such engagement and agrees to act as dealer manager during the period commencing with the date hereof and ending on the Termination Date (the “Offering Period”).

(b) Participating Distribution Agents. The Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to this Agreement or in such other form as shall be pre-approved in writing by the Company (each, a “Participating Dealer Agreement”) with broker-dealers who are members of FINRA in good standing to solicit subscriptions for Shares in the Offering at the purchase price to be paid in accordance with, and otherwise upon the other terms and conditions set forth in, the Memorandum (“Participating Dealers”). The Dealer Manager may also enter into participating adviser agreements materially in the form attached as Exhibit B to this Agreement or in such other form as shall be pre-approved in writing by the Company (each, a “Participating Adviser Agreement”) with registered investment advisers registered with the Securities and Exchange Commission (the “SEC”) (“Participating Advisers”), as well as participating bank agreements in such form as shall be pre-approved in writing by the Company (each, a “Participating Bank Agreement,” and together with the Participating Dealer Agreement and Participating Adviser Agreement, each, a “Participating Agreement”) with properly licensed financial intermediaries (“Participating Banks,” and together with Participating Dealers and Participating Advisers, “Participating Distribution Agents”, and any such Participating Agreements, “Participating Distribution Agreements”).

4. Dealer Manager Compensation.

(a) Upfront Selling Commissions and Dealer Manager Fees. Subject to any discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Memorandum or this Section 4, the Company shall pay (subject to the proviso in the immediately following sentence) the Dealer Manager upfront selling commissions of up to 3.5% of the transaction price of each Class S Share sold in the Offering and upfront selling commissions of up to 1.5% of the transaction price of each Class D Share sold in the Offering. No upfront dealer manager fees will be paid with respect to the sale of Class I Shares or Class E Shares, or Shares of any class sold pursuant to the DRP.

The Company may pay reduced upfront selling commissions or may eliminate selling commissions on certain sales of Shares, on the terms set forth in the Memorandum. No selling commissions or dealer manager fees will be paid in connection with (i) the sale of Shares to Invesco Ltd. or its affiliates, or (ii) any Shares sold pursuant to the DRP.

The applicable selling commissions and dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Shares. All or a portion of the selling commissions and dealer manager fees received by the Dealer Manager may be reallowed (paid) by the Dealer Manager to Participating Distribution Agents who sold the Shares giving rise to such selling commissions and dealer manager fees, as described more fully in the Participating Agreement entered into with each such Participating Distribution Agent.

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(b) Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Plan of Distribution” section of the Memorandum or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class S Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S Shares, and with respect to Class D Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D Shares. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Memorandum, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

(c) Stockholder Servicing Fees Limitation. The Company will cease paying the stockholder servicing fees with respect to any Class S Share or Class D Share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the Company’s transfer agent, determines that total upfront selling commissions, upfront dealer manager fees and stockholder servicing fees paid with respect to the Shares held by such stockholder within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such Shares (including the gross proceeds of any Shares issued under the DRP upon the reinvestment of distributions paid with respect thereto or with respect to any Shares issued under the DRP directly or indirectly attributable to such Shares). At the end of such month, each such Class S Share or Class D Share will convert into a number of Class I Shares (including any fractional Shares), each with an equivalent aggregate NAV as such Share. In addition, the Company will cease paying the stockholder servicing fees on the Class S Shares and Class D Shares on the earlier to occur of the following: (i) a listing of a class of stock of the Company or (ii) the Company’s merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets, in each case in a transaction in which Stockholders receive cash or securities listed on a national securities exchange.

(d) Adviser Reimbursement. In addition to the other items of underwriting compensation set forth in this Section 4, the Company or Invesco Advisers, Inc., the Company’s adviser (the “Adviser”), shall reimburse the Dealer Manager for all items of underwriting compensation referenced in the Memorandum, to the extent the Memorandum indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA.

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(e) Right to Reject Orders or Cancel Sales. All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order for any or no reason. Orders not accompanied by a Subscription Agreement and the required payment for the Shares may be rejected. Issuance of the Shares will be made only after acceptance of the subscription from the Company and actual receipt by the Company of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares, the Company reserves the right to cancel the sale without notice.

(f) Commissions after the Rejection of a Subscriber. No upfront selling commissions or dealer manager fees shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason.

(g) Reallowance. The terms of any reallowance of selling commissions, dealer manager fees and the stockholder servicing fees shall be set forth in the Participating Distribution Agreement, Servicing Agreement or similar agreement entered into with the Participating Distribution Agents or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Participating Distribution Agent or Servicing Dealer for direct payment or reallowance of any selling commissions, dealer manager fees or stockholder servicing fees to such Participating Distribution Agent or Servicing Dealer, the payment or reallowance, as applicable, of any selling commissions, dealer manager fees or stockholder servicing fees to such Participating Distribution Agent or Servicing Dealer being the sole and exclusive responsibility of the Dealer Manager. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of selling commissions, dealer manager fees or stockholder servicing fees to Participating Distribution Agents or Servicing Dealers on behalf of the Dealer Manager without incurring any liability.

(h) Reasonable Bona Fide Due Diligence Expenses. In addition to any payments to the Dealer Manager pursuant to this Section 4, the Company may reimburse the Dealer Manager or any Participating Distribution Agent for reasonable bona fide due diligence expenses incurred by the Dealer Manager or any Participating Distribution Agent. The reimbursable due diligence expenses include expenses for travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or Participating Distribution Agents and their respective personnel when visiting the Company’s offices or properties or properties related to the Company’s assets to verify information relating to the Company and its properties and assets. Also, the Company shall only reimburse the Dealer Manager or any Participating Distribution Agent for approved bona fide due diligence expenses to the extent the expenses have actually been incurred and are supported by detailed and itemized invoice(s) provided to the Company.

5. Covenants of the Company. The Company covenants and agrees with the Dealer Manager that:

(a) If, at any time prior to the Termination Date, the Memorandum, as then amended or supplemented, would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is otherwise necessary, in the Company’s reasonable discretion, at any time to amend or supplement the Memorandum, the Company promptly will notify the Dealer Manager (unless notice of the need to amend or supplement the Memorandum shall have been received from the Dealer Manager), and the Dealer Manager will notify all Participating Distribution Agents to suspend the offering and sale of the Shares hereof until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Memorandum; and (ii) instructs the Dealer Manager to resume the offer and sale of the Shares.

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(b) The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with copies of (i) the Memorandum and all amendments and supplements thereto, (ii) any supplemental sales literature or advertisement (including, without limitation, any “financial professional use only” material), regardless of how labeled or described, to use in addition to the Memorandum in connection with the Offering which previously has been, or hereafter is, approved for use and furnished by the Company (collectively, the “Authorized Sales Literature”), and (iii) any other information with respect to the Company as the Dealer Manager may from time to time reasonably request, in each case as soon as available and in such quantities as the Dealer Manager may reasonably request.

(c) The Company will make any filings regarding the Offering that may be required by the SEC or any state securities administration, including without limitation preparing or causing to be prepared, executed and timely filed with the SEC a Notice on Form D relating to the Offering under Regulation D and with applicable state securities regulatory agencies. Subject to the Dealer Manager’s actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by Regulation D and other applicable securities laws, including applicable state “blue sky” registration exemptions.

(d) The Company shall advise the Dealer Manager of any request made by the SEC or any state securities administrator to amend or supplement the Memorandum or for additional information or of the issuance by the SEC of any stop order or of any other order preventing or suspending the use of the Memorandum or the institution of any proceedings for that purpose. The Company shall use its commercially reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the removal thereof as promptly as possible.

6. Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:

(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Exchange Act, the rules and regulations of the SEC promulgated under the Securities Act and the Exchange Act (including, without limitation, Regulation D) and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws, (iii) the rules set forth in the FINRA rulebook applicable to the Offering, and (iv) the applicable Participating Agreement.

(b) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Memorandum and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation other than those contained in the Memorandum or any Authorized Sales Literature. The Dealer Manager will not show or give to any investor or prospective investor or reproduce any material or writing that is marked “financial professional use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor or show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction.

(c) The Dealer Manager shall solicit purchases of the Shares for the account of the Company only in those jurisdictions in which the Dealer Manager is legally qualified to so act and in which the Dealer Manager has been advised in writing by the Company that solicitation is permissible under the laws of the applicable jurisdiction. The Company shall specify only those jurisdictions in which Shares may be offered and sold in reliance on exemptions from the registration requirements of those jurisdictions’ securities laws. Unless otherwise specified by the Company in writing, no Shares shall be offered or sold for the account of the Company in any other states or jurisdictions.

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(d) The Dealer Manager will, and will require that each Participating Distribution Agent, suspend or terminate the offer and sale of Shares in the Offering upon request of the Company at any time and to resume offering and sale of the Shares in the Offering upon subsequent request of the Company in its sole discretion.

(e) The Dealer Manager will, and will require each Participating Distribution Agent to, only offer Shares to persons it reasonably believes, on the basis of information obtained from the potential investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager or an associated person:

(i) the person is an “accredited investor” as defined in Rule 501(a) of the Securities Act and also meets the investor suitability standards as may be established by the Company and set forth in the Memorandum;

(ii) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and

(iii) is a person for which an investment in the Shares are otherwise suitable.

(f) The Dealer Manager will require each Participating Distribution Agent in its Participating Distribution Agreement to represent and warrant that: (i) Participating Distribution Agent will make all commercially reasonable efforts to verify the “accredited investor” status and provide written confirmation (certification) of “accredited investor” status of each person who submits for a purchase of Shares, as “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act and further described in the Memorandum; or (ii) Participating Distribution Agent acknowledges that a third-party service provider contracted by the Company will verify the “accredited investor” status of purchasers with whom they distribute the offering and they will cooperate with the Company to ensure that each investor’s status is verified. In making such verification, the Participating Distribution Agent (or a third-party service provider) shall request from such persons all necessary documentation, shall ensure that such persons provide sufficient documentation to confirm an “accredited investor” status, and shall maintain necessary records of all such documentation as detailed in Section 6(g) below.

(g) The Dealer Manager shall require Participating Distribution Agents to represent in its Participating Distribution Agreements that they will maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions), including, without limitation, records of documentation obtained and reviewed in connection with the verification of each investor’s “accredited investor” status.

7. Anti-Money Laundering. The Company and the Dealer Manager shall comply with applicable laws and regulations, including federal and state securities laws, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, and applicable rules of FINRA. In accordance with these applicable laws and regulations, the Company and the Dealer Manager shall take reasonable efforts to verify the identity of new customers, maintain customer records, and check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Further, the Company and the Dealer Manager shall provide the Financial Crimes Enforcement Network with information regarding: (a) the identity of a

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specified individual or organization; (b) an account number; (c) all identifying information provided by the account holder; and (d) the date and type of transaction, upon request. All parties will manually monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing, and disclose such activity to applicable federal and state law enforcement when required by law. The Company and the Dealer Manager reserve the right to reject account applications from new customers who fail to provide necessary account information or who intentionally provide misleading information.

8. Indemnification.

(a) To the extent permitted by the Company’s articles of amendment and restatement (as amended or restated from time to time, the “Charter”) and subject to the limitations set forth in this Section 8, the Company shall indemnify and hold harmless the Dealer Manager, each Participating Distribution Agent, their respective officers and directors and each person, if any, who controls the Dealer Manager or any Participating Distribution Agent within the meaning of Section 15 of the Securities Act (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”), joint or several, to which such Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any additional materials generated by the Company for the purpose of promoting the sale of Shares (any such materials, “Authorized Sales Materials”), or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnity shall not apply to any such Losses arising out of or based upon any untrue statement or omission made in reliance upon and in conformity with written information furnished by or on behalf of an Indemnified Party specifically for inclusion in the Memorandum or any Authorized Sales Materials, and provided, further, that the Company will not be liable for the portion of any Losses suffered by any Indemnified Party in any such case if it is determined that such Indemnified Party was at fault in connection with such portion of the Losses. The Company will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending such Losses.

The foregoing indemnity agreement of this Section 8(a) is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Memorandum that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an Indemnified Party from whom the person asserting any Losses purchased the Shares that are the subject thereof, if a copy of the Memorandum as so amended or supplemented was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Company, but only if a copy of the Memorandum as so amended or supplemented had been supplied to the Dealer Manager or Participating Distribution Agent prior to such acceptance.

(b) The Dealer Manager shall indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Parties”), from and against any Losses to which any of the Company Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (1) the Memorandum or (2) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to

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the Company by or on behalf of the Dealer Manager specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by the Dealer Manager or its representatives or agents in the offer and sale of the Shares of (1) sales literature that is not Authorized Sales Material, (2) “financial professional use only” materials with investors, or (3) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; or (vii) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. The Dealer Manager will reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have.

(c) By virtue of entering into a Participating Agreement, each Participating Distribution Agent will severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective officers and directors and each person, if any, who controls the Company or the Dealer Manager within the meaning of the Securities Act, from and against any Losses to which any such person may become subject, as more fully described in each Participating Agreement.

(d) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 8 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 8(e)) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.

(e) The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

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(f) The indemnity agreements contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Participating Distribution Agent, or any person controlling any Participating Distribution Agent or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of any Participating Distribution Agent or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 8.

9. Termination of this Agreement.

(a) This Agreement may be terminated by any party hereto upon 60 days’ written notice to the other parties or immediately upon notice to the other parties in the event that such other party shall have failed to comply with any material provision hereof.

(b) Upon the termination of this Agreement for any reason, the Dealer Manager shall:

(i) promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Dealer Manager;

(ii) use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company; and

(iii) notify all Participating Distribution Agents of the termination.

(c) Upon termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled pursuant to the terms of this Agreement at such times as such amounts become payable pursuant to the terms of this Agreement.

10. Survival. The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 4 and Sections 7 through Section 15. Notwithstanding anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement shall not relieve a party for liability for any breach occurring prior to such expiration or earlier termination. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

11. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

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If to the Company, to:	Invesco Commercial Real Estate Finance Trust, Inc.
	1555 Peachtree Street, N.E. Atlanta, Georgia 30309
	Attention: Christopher Fischer
	Email: Chris.Fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson
	Gallegos
	Email: wgallegos@mayerbrown.com
If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to the Adviser, to:	Invesco Advisers, Inc.
	1555 Peachtree Street, N.E. Atlanta, Georgia 30309
	Attention: Christopher Fischer
	Email: Chris.Fischer@invesco.com

12. Parties. This Agreement shall inure to the benefit of and be binding upon the Dealer Manager, the Company and the successors and assigns of the Dealer Manager and the Company. This Agreement and the conditions and provisions hereof are intended to be and shall be for the sole and exclusive benefit of the parties hereto and their respective successors and controlling persons, and for the benefit of no other persons, and the term “successors and assigns,” as used herein, shall not include any purchaser of Shares as such.

13. Applicable Law. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in Atlanta, Georgia.

14. Amendment. This Agreement may be amended by the written agreement of the parties hereto.

15. Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms.

Very truly yours, INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., a Maryland Corporation
By:	/s/ Beth Zayicek
Name:	Beth Zayicek
Title:	Chief Operating Officer

Accepted as of the date first above written: INVESCO DISTRIBUTORS, INC., a Delaware corporation
By:	/s/ Nicole Filingeri
Name:	Nicole Filingeri
Title:	Vice President

Solely for purposes of its obligations under Section 4(a) hereof: INVESCO ADVISERS, INC.
By:	/s/ Beth Zayicek
Name:	Beth Zayicek
Title:	Vice President

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EXHIBIT A

FORM OF PARTICIPATING DEALER AGREEMENT

[See attached]

INVESCO DISTRIBUTORS, INC.

FORM OF PARTICIPATING DEALER AGREEMENT

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

                ,         

Ladies and Gentlemen:

Subject to the terms described in this participating dealer agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts” basis, of shares of the Company’s Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”). The Company is currently offering the Shares (the “Offering”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum, dated March 2023 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). The initial purchase price per Share will be $25, and thereafter will equal the prior month’s NAV per Share for each such class, as defined in the Memorandum. Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering. It is understood that no sale of Shares will be effective unless and until accepted by the Company.

I. Dealer Manager Agreement.

The Dealer Manager has entered into a dealer manager agreement with the Company, dated March 2023 (as amended or restated, the “Dealer Manager Agreement”). In connection with performing the Dealer Manager’s obligations under the Dealer Manager Agreement, the Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for Shares in the Offering, participating adviser agreements materially in the form attached as Exhibit B to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, as well as participating bank agreements in the form pre- approved in writing by the Company with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the Dealer Manager Agreement. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Dealer Manager Agreement.

II. Sale of Shares.

Participating Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions set forth in the Memorandum. Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative or partner of the Dealer Manager or the Company, and Participating Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Memorandum and any Authorized Sales Materials (as defined in Section VIII herein) or other materials delivered to Participating Dealer by the Dealer Manager.

III. Submission of Orders.

Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Dealer such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum. Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Invesco Commercial Real Estate Finance Trust, Inc.”

If Participating Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Dealer shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by Participating Dealer. Subscription Agreements and instruments of payment received by Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following procedures, as applicable:

(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then Participating Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by Participating Dealer; and

(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

Participating Dealer acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.

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IV. Pricing.

The purchase price per Share will vary and will generally equal the prior month’s net asset value (“NAV”) per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum.

For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

Except as otherwise indicated in the Memorandum or in any letter or memorandum sent to a participating adviser by the Company or the Dealer Manager, a minimum initial purchase of $10,000 in Class S, D, and E Shares is required and a minimum initial purchase of $1,000,000 in Class I Shares is required, and additional investments of Shares may be made in cash in minimal increments of at least $2,000, unless such minimums are waived by the Dealer Manager.

V. Participating Dealer’s Compensation.

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales rendered by Participating Dealer hereunder, Participating Dealer is entitled, on the terms and subject to the conditions herein, to the compensation set forth on Schedule I hereto.

VI. Representations, Warranties and Covenants of Participating Dealer.

In addition to the representations and warranties found elsewhere in this Agreement, Participating Dealer represents, warrants and agrees that:

(a) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Participating Dealer is organized.

(b) It is empowered under applicable laws and by Participating Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Participating Dealer provided for herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Participating Dealer’s ability to perform under this Agreement.

(c) The execution, delivery and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Participating Dealer is bound, or to which any of its assets are subject, or any rule, regulation or order of any court or other governmental agency or body with jurisdiction over it.

(d) All requisite actions have been taken to authorize Participating Dealer to enter into and perform this Agreement.

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(e) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Participating Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Participating Dealer, within the meaning of Section 15 of the Securities Act.

VII. Right to Reject Orders or Cancel Sales.

The Company reserves the right to reject any order for any or no reason. Orders not accompanied by an executed Subscription Agreement in good order or the required instrument of payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor.

In the event that the Dealer Manager has reallowed any selling commission or dealer manager fee to Participating Dealer for the sale of one or more Shares and the subscription is rejected, canceled or rescinded for any reason as to one or more of the Shares covered by such subscription, Participating Dealer shall pay the amount specified to the Dealer Manager within ten (10) days following mailing of notice to Participating Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. Further, if Participating Dealer has retained selling commissions in connection with an order that is subsequently rejected, canceled or rescinded for any reason, Participating Dealer agrees to return to the subscriber any selling commission theretofore retained by Participating Dealer with respect to such order within three (3) days following mailing of notice to Participating Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. If Participating Dealer fails to pay any such amounts, the Dealer Manager shall have the right to offset such amounts owed against future compensation due and otherwise payable to Participating Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

VIII. Memorandum and Authorized Sales Materials.

Participating Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum and any advertising and supplemental sales literature approved by the Company and to be used or delivered by the Dealer Manager or Participating Dealer in connection with the Offering, whether designated solely for “financial professional use only” or otherwise and regardless of how labeled or described (“Authorized Sales Materials”). The Dealer Manager will supply Participating Dealer with reasonable quantities of the Memorandum, as provided by the Company, as well as any Authorized Sales Materials, as provided by the Company, for delivery to investors, and Participating Dealer will deliver a copy of the Memorandum to each investor to whom an offer is made. Participating Dealer agrees that it will not show or give to any investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “financial professional use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Dealer agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Company in writing. Participating Dealer agrees that prior to the time that a person to whom it has furnished a copy of the Memorandum becomes a Stockholder, Participating Dealer will ensure that such person has received a copy of any revised, updated or supplemented Memorandum.

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IX. License and Association Membership; Compliance with Applicable Laws.

Participating Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Dealer is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) is a member in good standing of FINRA, and (iii) is currently licensed as a broker-dealer in each of the states and the jurisdictions where it will offer or sell Shares and that its independent contractors and registered representatives have the appropriate licenses(s) to offer and sell the Shares in all such states and jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Participating Dealer’s principal office is located. Participating Dealer agrees to notify the Dealer Manager immediately if Participating Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Dealer is currently registered or licensed.

Participating Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Dealer’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D, (iv) the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act, (v) applicable state securities or “blue sky” laws, and (vi) all rules promulgated by FINRA, and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Shares, or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Shares.

None of (i) Participating Dealer, (ii) any of Participating Dealer’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Dealer, or (iv) any other officers or employees of Participating Dealer or any such general partner or managing member of Participating Dealer that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Dealer Covered Person” and, collectively, the “Participating Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares.

With respect to each Participating Dealer Covered Person, Participating Dealer has established procedures reasonably designed to ensure that Participating Dealer receives notice from each such Participating Dealer Covered Person of: (i) any Disqualifying Event relating to that Participating Dealer Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Participating Dealer Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering.

Participating Dealer currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable law.

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X. Limitation of Offer; Suitability.

Participating Dealer will: (a) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(c) of Regulation D and applicable state securities laws and regulations; (b) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer Shares only to persons who meet the suitability standards set forth in the Memorandum (d) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if both such Participating Dealer and its registered representative making the offer are duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors.

Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Dealer shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Dealer or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and (C) is a person for which an investment in the Shares are otherwise suitable. Participating Dealer further represents, warrants and covenants that Participating Dealer will, in offering Shares, comply with the provisions of all applicable rules and regulations relating to suitability of investors and will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor solicited by a person associated with Participating Dealer by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Dealer agrees to retain such documents and records in Participating Dealer’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Dealer’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Dealer’s customer and such customer’s completed and executed Subscription Agreement.

In accordance with Rule 506(c), the obligation to verify “accredited investor” status of Participating Dealer’s investors can be done by Participating Dealer or by the Company. The Company utilizes a third- party service provider to verify “accredited investor” status. Participating Dealer shall elect which option they intend to utilize and agree to all terms and conditions in Schedule III. If Participating Dealer is unable to provide such verification, then Participating Dealer must notify the Dealer Manager and/or the Company.

Participating Dealer further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Memorandum.

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XI. Disclosure Review; Confidentiality of Information.

Participating Dealer agrees that it shall have reasonable grounds to believe based on the information made available to it through the Memorandum or other materials that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating the Shares. In making this determination, Participating Dealer shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and appraisals and other pertinent reports. If Participating Dealer relies upon the results of any inquiry conducted by another member or members of FINRA, Participating Dealer shall have reasonable grounds to believe that such inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not the Dealer Manager or a sponsor or an affiliate of the sponsor of the Company.

It is anticipated that (i) Participating Dealer and Participating Dealer’s officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of Participating Dealer that are conducting a due diligence inquiry on behalf of Participating Dealer and (ii) persons or committees, as the case may be, responsible for determining whether Participating Dealer will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Company, the Dealer Manager, Invesco Advisers, Inc., the Company’s external adviser (“Adviser”), or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (i) trade secrets concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager, the Adviser, or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (iv) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. Participating Dealer agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection with Participating Dealer’s due diligence inquiry. Participating Dealer agrees to not disclose, and to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to Participating Dealer’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. Participating Dealer further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (a) limiting access to such information to persons who have a need to know such information only for the purpose of Participating Dealer’s due diligence inquiry and (b) informing each recipient of such Confidential Information of Participating Dealer’s confidentiality obligation. Participating Dealer acknowledges that Participating Dealer or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. Participating Dealer acknowledges that Participating Dealer or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Company or the Dealer Manager, (b) pursuant to a subpoena or as required by

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law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including without limitation the SEC or FINRA), provided that Participating Dealer shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XII. Compliance with Anti-Money Laundering Compliance Programs.

Participating Dealer hereby represents that it has complied and will comply with Section 326 of the Patriot Act and the implementing rules and regulations promulgated thereunder in connection with broker/dealers’ anti-money laundering obligations. Participating Dealer hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, the Patriot Act, Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, and applicable rules of FINRA. In accordance with these applicable laws and regulations and its AML Program, Participating Dealer agrees to verify the identity of its new customers; to maintain customer records; and to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Additionally, Participating Dealer will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing. Participating Dealer will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Dealer Manager at any time, Participating Dealer hereby agrees to furnish (a) a copy of its AML Program to the Dealer Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with Participating Dealer’s most recent independent testing of its AML Program. Participating Dealer agrees to notify the Dealer Manager immediately if Participating Dealer is subject to a FINRA disclosure event or fine from FINRA related to its AML Program.

XIII. Privacy.

Participating Dealer agrees as follows:

Participating Dealer agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”), and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

The parties hereto acknowledge that from time to time, Participating Dealer may share with the Company and the Company may share with Participating Dealer nonpublic personal information (as defined under the GLBA) of customers of Participating Dealer. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. Participating Dealer shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which Participating Dealer served as the broker-dealer of record for such customer’s account. Participating Dealer, the Dealer Manager and the Company shall not disclose nonpublic personal information of any customers who have opted out of such disclosures, except (a) to service providers (when necessary and as permitted under the GLBA), (b) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or

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(c) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section XIII. Except as expressly permitted under the FCRA, Participating Dealer agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

Participating Dealer shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event Participating Dealer, the Dealer Manager or the Company expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section XIII, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section XIII, shall be prohibited.

Participating Dealer shall implement commercially reasonable measures in compliance with industry best practices designed (a) to assure the security and confidentiality of nonpublic personal information of all customers; (b) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (c) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (d) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (e) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. Participating Dealer further agrees to cause all its agents, representatives, affiliates, subcontractors, or any other party to whom Participating Dealer provides access to or discloses nonpublic personal information of customers to implement appropriate measures designed to meet the objectives set forth in this Section XIII.

XIV. Indemnification.

For the purposes of this Section XIV, an entity’s “Indemnified Parties” (each, an “Indemnified Party”) shall include the entity itself and such entity’s officers and directors and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act.

(a) Participating Dealer shall indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties, from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”) to which any of the Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of Participating Dealer specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by Participating Dealer or its representatives or agents in the offer and sale of the Shares of (a) sales literature that is not Authorized Sales Material, (b) “financial professional use only” materials with investors, or (c) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by Participating Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and

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anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; (vii) the failure of Participating Dealer to verify the “accredited investor” status of a potential investor if Option 1 is selected in Schedule III or (viii) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Participating Dealer will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that Participating Dealer may otherwise have.

(b) Promptly after receipt by an Indemnified Party under this Section XIV of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section XIV, notify in writing the indemnifying party of the commencement thereof. The failure of the Indemnified Party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section XIV as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section XIV(c) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any Indemnified Party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such Indemnified Party.

(c) The indemnifying party under this Section XIV of this Agreement shall pay all legal fees and expenses of the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the Indemnified Parties against which such action is finally brought; and in the event a majority of such Indemnified Parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

(d) The indemnity agreement contained in this Section XIV shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of Participating Dealer, or any person controlling Participating Dealer or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of Participating Dealer or of any party to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreement contained in this Section XIV.

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XV. Undertaking to Not Facilitate a Secondary Market in the Shares.

Participating Dealer acknowledges that there is no public trading market for the Shares and that there are limits on the ownership, transferability and redemption of the Shares, which significantly limit the liquidity of an investment in the Shares. Participating Dealer also acknowledges that the Company’s share repurchase plan (the “Plan”) will provide, once the Plan is effective (as disclosed in the Memorandum), only a limited opportunity for investors to have their Shares purchased by the Company and that the Company’s board of directors may, in its sole discretion, amend, suspend, or terminate the Plan at any time in accordance with the terms of the Plan. Participating Dealer hereby agrees that so long as the Company has not listed the Shares on a national securities exchange, Participating Dealer will not engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Shares without the prior written approval of the Dealer Manager.

XVI. Arbitration.

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then-current commercial arbitration rules of FINRA in accordance with the terms of this Agreement (including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16)). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held at the Atlanta, Georgia FINRA District Office or at another mutually agreed upon site. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

XVII. Termination; Survival; Amendment; Entire Agreement.

Participating Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice pursuant to Section XX below, which termination notice may be delivered in such party’s sole discretion. Such termination shall be effective 48 hours after the mailing of such written notice. This Agreement shall automatically terminate without the requirement for further action by any party to this Agreement upon the termination of the Dealer Manager Agreement.

Upon expiration or termination of this Agreement, the Dealer Manager shall pay to Participating Dealer all earned but unpaid compensation to which Participating Dealer is or becomes entitled under Section V hereof at such time as such compensation or reimbursement becomes payable.

The respective agreements and obligations of Participating Dealer and the Dealer Manager set forth in Sections V, XII through XIV and XVI through XXII of this Agreement and Section 8 of the Dealer Manager Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

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Notwithstanding the termination of this Agreement or the payment of any amount to Participating Dealer, Participating Dealer agrees to pay Participating Dealer’s proportionate share of any claim, demand or liability asserted against Participating Dealer and the other Participating Distribution Agents (as defined in the Dealer Manager Agreement) on the basis that such Participating Distribution Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case such Participating Distribution Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

This Agreement may be amended at any time by the Dealer Manager by written notice to Participating Dealer, and any such amendment, including any amendment to the Dealer Manager Agreement, shall be deemed accepted by Participating Dealer upon placing an order for sale of Shares after it has received such notice.

This Agreement and the schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto relating to the subject matter hereof.

XVIII. Use of Company and Invesco Names.

Except as expressly provided herein, nothing herein shall be deemed to constitute a waiver by the Dealer Manager of any consent that would otherwise be required under this Agreement or applicable law prior to the use of Participating Dealer of the name or identifying marks of the Company, the Dealer Manager, “Invesco” or “Invesco Real Estate” (or any combination or derivation thereof). The Dealer Manager reserves the right to withdraw its consent to the use of the Company’s name at any time and to request to review any materials generated by Participating Dealer that use the Company’s or Invesco’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

XIX. Assignment; Third Party Beneficiary.

Participating Dealer shall have no right to assign this Agreement or any of Participating Dealer’s rights hereunder or to delegate any of Participating Dealer’s obligations. Any purported assignment or delegation by Participating Dealer shall be null and void. The Dealer Manager shall have the right to assign any or all of its rights and obligations under this Agreement by written notice, and Participating Dealer shall be deemed to have consented to such assignment by execution hereof. Dealer Manager shall provide written notice of any such assignment to Participating Dealer. The Company is a third party beneficiary with respect to this Agreement and may enforce its rights, to the extent set forth herein, against any party to this Agreement.

XX. Notice.

All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

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If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to Participating Dealer, to:	The address specified by Participating Dealer on the signature page hereto.

XXI. Attorneys’ Fees; Applicable Law and Venue.

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware. Venue for any action brought hereunder (including arbitration) shall lie exclusively in Atlanta, Georgia.

XXII. No Partnership.

Nothing in this Agreement shall be construed or interpreted to constitute Participating Dealer as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Participating Distribution Agents. Instead, this Agreement shall only constitute Participating Dealer as a dealer authorized by the Dealer Manager to sell the Shares according to the terms set forth in the Memorandum and in this Agreement.

[Signatures on following pages.]

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If the foregoing is in accordance with Participating Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement.

Very truly yours,

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth.

1. Identity of Participating Dealer:

Company Name:

Type of entity:

Organized in the State of:

Licensed as broker-dealer in all States:         Yes:                     No:             

If no, list all States licensed as broker-dealer:

Tax ID #:

2. Person to receive notices delivered pursuant to the Agreement.

Name:

Company:

Address:

City, State and Zip:

Telephone:

Fax:

Email:

AGREED TO AND ACCEPTED BY PARTICIPATING DEALER:

	(Participating Dealer’s Firm Name)
By:
	Signature
Name:
Title:
Date:

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SCHEDULE I

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

Name of Participating Dealer:

The following Schedule reflects the selling commissions and dealer manager fees as agreed upon between Invesco Distributors, Inc. (the “Dealer Manager”) and Participating Dealer, effective as of the effective date of the Participating Dealer Agreement (the “Agreement”) between the Dealer Manager and Participating Dealer in connection with the offering of shares of Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”), of Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”).

Upfront Selling Commissions and Dealer Manager Fees

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales (as defined below) by Participating Dealer of Shares that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer an upfront selling commission in an amount up to [•]% of the Transaction Price per Share on such completed sales of Shares by Participating Dealer. Participating Dealer shall not receive selling commissions for sales of any Shares pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section III of the Agreement, the Company has accepted the Subscription Agreement of such subscriber, and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Dealer affirms that the Dealer Manager’s liability for selling commissions payable to Participating Dealer is limited solely to the Selling Commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Shares.

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales by Participating Dealer of Shares that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer a dealer manager fee in an amount up to [•]% of the Transaction Price per Share on such completed sales of Shares by Participating Dealer. Participating Dealer shall not receive dealer manager fees for sales of any Shares pursuant to the DRP.

Participating Dealer may withhold the selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Memorandum from the purchase price for the Shares in the Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) Participating Dealer is legally permitted to do so; and (ii) (A) Participating Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) Participating Dealer has forwarded the Subscription Agreement to the Company or its agent within the time required under Section III, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which Participating Dealer is entitled, to the Company or its agent; and (C) Participating Dealer has verified that there are sufficient funds in the investor’s account with Participating Dealer to cover the entire cost of the subscription. Participating

Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription.

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Participating Dealer shall be responsible for implementing any discounts or other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Memorandum. Requests to combine purchase orders of Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Memorandum must be made in writing by Participating Dealer, and any resulting reduction in selling commissions or dealer manager fees will be prorated among the separate subscribers.

Except as otherwise provided herein, all expenses incurred by Participating Dealer in the performance of Participating Dealer’s obligations hereunder, including, but not limited to, expenses related to the Shares and any attorneys’ fees, shall be at Participating Dealer’s sole cost and expense.

General

Selling commissions and dealer manager fees due to Participating Dealer pursuant to this Agreement will be paid to Participating Dealer within 30 days after receipt by the Dealer Manager. Participating Dealer, in its sole discretion, may authorize Dealer Manager to deposit selling commissions, dealer manager fees, or other payments due to it pursuant to this Agreement directly to its bank account. If Participating Dealer so elects, Participating Dealer shall provide such deposit authorization and instructions in Schedule II to this Agreement.

The parties hereby agree that the foregoing selling commissions and reallowed dealer manager fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Participating Dealer’s interest in the Offering is limited to such selling commissions and reallowed dealer manager fees, as applicable, from the Dealer Manager and Participating Dealer’s indemnity referred to in the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such selling commissions and reallowed dealer manager fees to Participating Dealer.

Except as otherwise described under “Upfront Selling Commissions and Dealer Manager Fees” above, Participating Dealer waives any and all rights to receive compensation until it is paid to and received by the Dealer Manager. Participating Dealer acknowledges and agrees that, if the Company pays selling commissions or dealer manager fees, as applicable, to the Dealer Manager, the Company is relieved of any obligation for selling commissions or dealer manager fees, as applicable, to Participating Dealer. The Company may rely on and use the preceding acknowledgement as a defense against any claim by Participating Dealer for selling commissions or dealer manager fees, as applicable, the Company pays to Dealer Manager but that Dealer Manager fails to remit to Participating Dealer. Participating Dealer affirms that the Dealer Manager’s liability for selling commissions and dealer manager fees payable is limited solely to the proceeds of selling commissions and dealer manager fees, as applicable, receivable from the Company and Participating Dealer hereby waives any and all rights to receive payment of selling commissions or any reallowance of dealer manager fees due until such time as the Dealer Manager is in receipt of the selling commission or dealer manager fee, as applicable, from the Company. Notwithstanding the above, Participating Dealer affirms that, to the extent Participating Dealer retains selling commissions as described above under “Upfront Selling Commissions and Dealer Manager Fees,” neither the Company nor the Dealer Manager shall have liability for selling commissions payable to Participating Dealer, and that Participating Dealer is solely responsible for retaining the selling commissions due to Participating Dealer from the subscription funds received by Participating Dealer from its customers for the purchase of Shares in accordance with the terms of this Agreement.

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Due Diligence

In addition, as set forth in the Memorandum, the Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse Participating Dealer for reasonable bona fide due diligence expenses incurred by Participating Dealer in connection with the Offering. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by Participating Dealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and shall obtain the prior written approval from the Dealer Manager for such expenses, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Notwithstanding the foregoing, no such payment will be made if such payment would cause the aggregate of such reimbursements to Participating Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. All such reimbursements will be made in accordance with, and subject to the restrictions and limitations imposed under the Memorandum, FINRA rules and other applicable laws and regulations.

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WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the date first written above.

“DEALER MANAGER”

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

“PARTICIPATING DEALER”

(Print Name of Participating Dealer)

By:

Title:

Date:

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SCHEDULE II

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

NAME OF ISSUER: Invesco Commercial Real Estate Finance Trust, Inc.

NAME OF PARTICIPATING DEALER:

SCHEDULE TO AGREEMENT DATED:

Participating Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into Participating Dealer’s account, the Dealer Manager is authorized to debit the account with no prior notice to Participating Dealer for an amount not to exceed the amount of the erroneous deposit.

Bank Name:                                                                                                              

Bank Address:                                                                                                          

Bank Routing Number:                                                                                            

Account Number:                                                                                                     

“PARTICIPATING DEALER”

(Print Name of Participating Dealer)

By:

Title:

Date:

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SCHEDULE III

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

506(c) Accredited Investor Verification Election

Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that all purchasers in the offering are “accredited investors” and the issuer takes reasonable steps to verify purchasers’ “accredited investor” status. For the Company to fulfill this obligation, Participating Dealer must agree that: (i) Participating Dealer will conduct all relevant Rule 506(c) verifications on Company’s behalf; or (ii) Participating Dealer agrees to use the third-party service provider (the “Third Party Verifier”) engaged by the Company will conduct such verification.

Participating Dealer agrees and elects to one of the following:

☐ 1.         Participating Dealer Verification

• Participating Dealer agrees to take reasonable steps to verify that all purchasers are “accredited investors”;

• Participating Dealer acknowledges they have policies and procedures in place to reasonably verify a purchaser’s “accredited investor” status;

• Participating Dealer agrees to provide certification to the Company in the form attached hereto as Exhibit A that Participating Dealer has taken reasonable steps to verify each subscribing investor’s status as an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended, and has verified that such investor is an “accredited investor” within 90 days of the purchase date; and

• In the event Participating Dealer is unable to verify the “accredited investor” status of an investor, the Participating Dealer will not submit such investor’s subscription agreement.

OR

☐ 2.         Third Party Verification

• Participating Dealer agrees that all their clients be verified by the Third Party Verifier contracted by the Company; and

• Participating Dealer acknowledges that purchasers to whom they distribute the offering would need to provide certain personal data to the Third Party Verifier for it to conduct the verification.

“PARTICIPATING DEALER”
	(Print Name of Participating Dealer)

By:

Title:

Date:

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Exhibit A

ACCREDITATION LETTER

NOTE: TO BE PREPARED BY THE SUBSCRIBER’S THIRD-PARTY LICENSED

ATTORNEY, CERTIFICATE PUBLIC ACCOUNTANT, AN SEC-REGISTERED

INVESTMENT ADVISER OR A REGISTERED BROKER-DEALER.

In connection with a proposed investment in                 pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), I hereby confirm that, as of the date set forth below,                 is/are “accredited investor(s)” as defined in Rule 501(a) of Regulation D under the Securities Act.

In making this determination, I have reviewed the selected documents and information: (Initial one of the options below)

                With respect to Income: Any Internal Revenue Service form that reports the purchaser’s income for the two most recent years (including, but not limited to, Form W–2, Form 1099, Schedule K–1 to Form 1065, and Form 1040) and obtained a written representation from the purchaser that s/he (alone or with spouse) has a reasonable expectation of reaching the income level necessary to qualify as an “accredited investor” during the current year;

                With respect to Net Worth: Asset and liability documentation listed below, dated within the prior three months and obtained a written representation that all liabilities necessary to make a determination of net worth have been disclosed.

• Assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties;

• Liabilities: A consumer report from at least one of the nationwide consumer reporting agencies.

I am a                         (attorney, accountant, broker-dealer, investment adviser) licensed (#            ) and in good standing in the state of

                    .

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Broker-Dealers and RIAs Only:

* In the case of a Broker-Dealer or Investment Adviser registered with the U.S. Securities and Exchange Commission, your signature below confirms you are a designated person authorized to make a 506(c) verification under your firm’s policies and procedures.

Sincerely,

Printed Name:

Date:

Phone Number:

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EXHIBIT B

FORM OF PARTICIPATING ADVISER AGREEMENT

[See attached]

INVESCO DISTRIBUTORS, INC.

FORM OF PARTICIPATING ADVISER AGREEMENT

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

            , 20        

Ladies and Gentlemen:

Subject to the terms described in this participating adviser agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Adviser”) to participate in the distribution, on a “best efforts” basis, of shares of the Company’s Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”). The Company is currently offering the Shares (the “Offering”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum, dated March 2023 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). The initial purchase price per Share will be $25, and thereafter will equal the prior month’s NAV per Share for each such class, as defined in the Memorandum. Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering.

I. Dealer Manager Agreement.

The Dealer Manager has entered into a dealer manager agreement with the Company, dated March 2023 (as amended or restated, the “Dealer Manager Agreement”). In connection with performing the Dealer Manager’s obligations under the Dealer Manager Agreement, the Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for Shares in the Offering, participating adviser agreements materially in the form attached as Exhibit B to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, as well as participating bank agreements in the form pre- approved in writing by the Company with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Adviser will become one of the “Participating Advisers” referred to in the Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the Dealer Manager Agreement. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Dealer Manager Agreement.

II. Sale of Shares.

By Participating Adviser’s acceptance of this Agreement, Participating Adviser hereby makes the Shares available for purchase by the clients of the Participating Adviser on a non-exclusive basis and hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions set forth in the Memorandum. Nothing in this Agreement shall be deemed or construed to make Participating Adviser an employee, agent, representative or partner of the Dealer Manager or the Company, and Participating Adviser is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Memorandum and any Authorized Sales Materials (as defined in Section VIII herein) or other materials delivered to Participating Adviser by the Dealer Manager.

III. Submission of Orders.

Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Adviser such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum. Persons who purchase Shares will be instructed by Participating Adviser to make their instruments of payment payable to or for the benefit of “Invesco Commercial Real Estate Finance Trust, Inc.”

If Participating Adviser receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Adviser shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by Participating Adviser. Subscription Agreements and instruments of payment received by Participating Adviser which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following procedures, as applicable:

(a) where, pursuant to Participating Adviser’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then Participating Adviser will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by Participating Adviser; and

(b) where, pursuant to Participating Adviser’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Adviser to the Final Review Office by the end of the next business day following receipt by Participating Adviser. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

Participating Adviser acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.

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IV. Pricing.

The purchase price per Share will vary and will generally equal the prior month’s net asset value (“NAV”) per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum.

For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

Except as otherwise indicated in the Memorandum or in any letter or memorandum sent to Participating Adviser by the Company or the Dealer Manager, a minimum initial purchase of $10,000 in Class S, D, and E Shares is required and a minimum initial purchase of $1,000,000 in Class I Shares is required, and additional investments of Shares may be made in cash in minimal increments of at least $2,000, unless such minimums are waived by the Dealer Manager.

V. Participating Adviser’s Compensation.

The Company and the Dealer Manager shall pay no fees, commissions, or other transaction-based compensation to Participating Adviser.

All expenses incurred by Participating Adviser in the performance of Participating Adviser’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, will be at Participating Adviser’s sole cost and expense, and the foregoing will apply notwithstanding the fact that the Offering is not consummated for any reason.

VI. Representations, Warranties and Covenants of Participating Adviser.

In addition to the representations and warranties found elsewhere in this Agreement, Participating Adviser represents, warrants and agrees that:

(a) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Participating Adviser is organized.

(b) It is empowered under applicable laws and by Participating Adviser’s organizational documents to enter into this Agreement and perform all activities and services of Participating Adviser provided for herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Participating Adviser’s ability to perform under this Agreement.

(c) The execution, delivery and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Participating Adviser is bound, or to which any of its assets are subject, or any rule, regulation or order of any court or other governmental agency or body with jurisdiction over it.

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(d) All requisite actions have been taken to authorize Participating Adviser to enter into and perform this Agreement.

(e) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Participating Adviser or its principals, affiliates, officers, directors, employees or agents, or any person who controls Participating Adviser, within the meaning of Section 15 of the Securities Act.

VII. Right to Reject Orders or Cancel Sales.

The Company reserves the right to reject any order for any or no reason. Orders not accompanied by an executed Subscription Agreement in good order or the required instrument of payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor.

VIII. Memorandum and Authorized Sales Materials.

Participating Adviser is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum and any advertising and supplemental sales literature approved by the Company and to be used or delivered by the Dealer Manager or Participating Adviser in connection with the Offering, whether designated solely for “financial professional use only” or otherwise and regardless of how labeled or described (“Authorized Sales Materials”). The Dealer Manager will supply Participating Adviser with reasonable quantities of the Memorandum, as provided by the Company, as well as any Authorized Sales Materials, as provided by the Company, for delivery to investors, and Participating Adviser will deliver a copy of the Memorandum to each investor to whom an offer is made. Participating Adviser agrees that it will not show or give to any investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “financial professional use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Adviser agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Company in writing. Participating Adviser agrees that prior to the time that a person to whom it has furnished a copy of the Memorandum becomes a Stockholder, Participating Adviser will ensure that such person has received a copy of any revised, updated or supplemented Memorandum.

IX. Compliance with Applicable Laws.

Participating Adviser’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Adviser is a registered investment adviser in good standing under the Investment Advisers Act of 1940, as amended (the “Act”), and as applicable under the securities laws of the states and the jurisdictions where it is required to be registered to conduct its activities under this Agreement and that its independent contractors and registered representatives have the appropriate licenses(s) to offer and sell the Shares in all such states and jurisdictions, and (ii) Participating Adviser is not registered as a broker-dealer with FINRA. This Agreement shall automatically terminate with no further action by any party hereto if Participating Adviser ceases to be a registered investment adviser in good standing under the Act or under the securities laws of any state in which Participating Adviser is required to be registered or licensed. Participating Adviser agrees to notify the Dealer Manager immediately if Participating Adviser ceases to be a registered investment adviser in good standing under the Act or under the securities laws of any state in which Participating Adviser is currently registered or licensed.

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Participating Adviser’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Adviser’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D, (iv) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated under the Exchange Act, (v) the Act and the rules and regulations of the SEC promulgated under the Act, (vi) applicable state securities or “blue sky” laws, and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Shares, or the activities of Participating Adviser pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Adviser agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Shares.

None of (i) Participating Adviser, (ii) any of Participating Adviser’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Adviser, or (iv) any other officers or employees of Participating Adviser or any such general partner or managing member of Participating Adviser that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Adviser Covered Person” and, collectively, the “Participating Adviser Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares.

With respect to each Participating Adviser Covered Person, Participating Adviser has established procedures reasonably designed to ensure that Participating Adviser receives notice from each such Participating Adviser Covered Person of: (i) any Disqualifying Event relating to that Participating Adviser Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Participating Adviser Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering.

Participating Adviser currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Adviser’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable law.

X. Limitation of Offer; Suitability.

Participating Adviser will: (a) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(c) of Regulation D and applicable state securities laws and regulations; (b) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer Shares only to persons who meet the suitability standards set forth in the Memorandum; (d) make offers only to persons

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in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if such Participating Adviser is duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of all other applicable rules and regulations relating to suitability of investors.

Participating Adviser agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Adviser shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Adviser or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and (C) is a person for which an investment in the Shares are otherwise suitable. Participating Adviser further represents, warrants and covenants that Participating Adviser will, in offering Shares, comply with the provisions of all applicable rules and regulations relating to suitability of investors and will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor solicited by a person associated with Participating Adviser by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Adviser agrees to retain such documents and records in Participating Adviser’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Adviser’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Adviser shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Adviser’s customer and such customer’s completed and executed Subscription Agreement.

In accordance with Rule 506(c), the obligation to verify “accredited investor” status of Participating Adviser’s investors can be done by Participating Adviser or by the Company. The Company utilizes a third- party service provider to verify “accredited investor” status. Participating Adviser shall elect which option they intend to utilize and agree to all terms and conditions in Schedule I. If Participating Adviser is unable to provide such verification, then Participating Adviser must notify the Dealer Manager and/or the Company.

Participating Adviser further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Memorandum.

XI. Disclosure Review; Confidentiality of Information.

Participating Adviser agrees that it shall have reasonable grounds to believe based on the information made available to it through the Memorandum or other materials that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating the Shares. In making this determination, Participating Adviser shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and appraisals and other pertinent reports.

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It is anticipated that (i) Participating Adviser and Participating Adviser’s officers, directors, managers, employees, owners, members, partners, diligence personnel or other agents of Participating Adviser that are conducting a due diligence inquiry on behalf of Participating Adviser and (ii) persons or committees, as the case may be, responsible for determining whether Participating Adviser will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Company, the Dealer Manager, Invesco Advisers, Inc., the Company’s external adviser (“Adviser”), or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (i) trade secrets concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager, the Adviser, or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (iv) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. Participating Adviser agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection with Participating Adviser’s due diligence inquiry. Participating Adviser agrees to not disclose, and to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to Participating Adviser’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. Participating Adviser further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (a) limiting access to such information to persons who have a need to know such information only for the purpose of Participating Adviser’s due diligence inquiry and (b) informing each recipient of such Confidential Information of Participating Adviser’s confidentiality obligation. Participating Adviser acknowledges that Participating Adviser or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. Participating Adviser acknowledges that Participating Adviser or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Company or the Dealer Manager, (b) pursuant to a subpoena or as required by law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including without limitation the SEC), provided that Participating Adviser shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XII. Compliance with Anti-Money Laundering Compliance Programs.

Participating Adviser hereby represents that it has complied and will comply with Section 326 of the Patriot Act and the implementing rules and regulations promulgated thereunder in connection with its anti-money laundering obligations. Participating Adviser hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, the Patriot Act, Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property

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and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism. In accordance with these applicable laws and regulations and its AML Program, Participating Adviser agrees to verify the identity of its new customers; to maintain customer records; and to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Additionally, Participating Adviser will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing. Participating Adviser will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Dealer Manager at any time, Participating Adviser hereby agrees to furnish (a) a copy of its AML Program to the Dealer Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with Participating Adviser’s most recent independent testing of its AML Program.

XIII. Privacy.

Participating Adviser agrees as follows:

Participating Adviser agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”), and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

The parties hereto acknowledge that from time to time, Participating Adviser may share with the Company and the Company may share with Participating Adviser nonpublic personal information (as defined under the GLBA) of customers of Participating Adviser. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. Participating Adviser shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which Participating Adviser served as the registered investment adviser for such customer’s account. Participating Adviser, the Dealer Manager and the Company shall not disclose nonpublic personal information of any customers who have opted out of such disclosures, except (a) to service providers (when necessary and as permitted under the GLBA), (b) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or (c) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section XIII. Except as expressly permitted under the FCRA, Participating Adviser agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

Participating Adviser shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event Participating Adviser, the Dealer Manager or the Company expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section XIII, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section XIII, shall be prohibited.

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Participating Adviser shall implement commercially reasonable measures in compliance with industry best practices designed (a) to assure the security and confidentiality of nonpublic personal information of all customers; (b) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (c) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (d) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (e) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. Participating Adviser further agrees to cause all its agents, representatives, affiliates, subcontractors, or any other party to whom Participating Adviser provides access to or discloses nonpublic personal information of customers to implement appropriate measures designed to meet the objectives set forth in this Section XIII.

XIV. Indemnification.

For the purposes of this Section XIV, an entity’s “Indemnified Parties” (each, an “Indemnified Party”) shall include the entity itself and such entity’s officers and directors and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act.

(a) Participating Adviser shall indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties, from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”) to which any of the Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of Participating Adviser specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by Participating Adviser or its representatives or agents in the offer and sale of the Shares of (a) sales literature that is not Authorized Sales Material, (b) “financial professional use only” materials with investors, or (c) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by Participating Adviser or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; (vii) the failure of Participating Adviser to verify the “accredited investor” status of a potential investor if Option 1 is selected in Schedule I or (viii) any other failure to comply with applicable rules of federal or state securities laws and the rules and regulations promulgated thereunder. Participating Adviser will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that Participating Adviser may otherwise have.

(b) Promptly after receipt by an Indemnified Party under this Section XIV of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section XIV, notify in writing the indemnifying party of the commencement thereof. The failure of the Indemnified Party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section XIV as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish,

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jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section XIV(c) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any Indemnified Party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such Indemnified Party.

(c) The indemnifying party under this Section XIV of this Agreement shall pay all legal fees and expenses of the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the Indemnified Parties against which such action is finally brought; and in the event a majority of such Indemnified Parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

(d) The indemnity agreement contained in this Section XIV shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of Participating Adviser, or any person controlling Participating Adviser or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of Participating Adviser or of any party to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreement contained in this Section XIV.

XV. Undertaking to Not Facilitate a Secondary Market in the Shares.

Participating Adviser acknowledges that there is no public trading market for the Shares and that there are limits on the ownership, transferability and redemption of the Shares, which significantly limit the liquidity of an investment in the Shares. Participating Adviser also acknowledges that the Company’s share repurchase plan (the “Plan”) will provide, once the Plan is effective (as disclosed in the Memorandum), only a limited opportunity for investors to have their Shares purchased by the Company and that the Company’s board of directors may, in its sole discretion, amend, suspend, or terminate the Plan at any time in accordance with the terms of the Plan. Participating Adviser hereby agrees that so long as the Company has not listed the Shares on a national securities exchange, Participating Adviser will not engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Shares without the prior written approval of the Dealer Manager.

XVI. Arbitration.

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then-current commercial arbitration rules of the American Arbitration Association in accordance with the terms of this Agreement

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(including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16)). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held in Atlanta, Georgia, or in another mutually agreed upon location. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

XVII. Termination; Survival; Amendment; Entire Agreement.

Participating Adviser will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice pursuant to Section XX below, which termination notice may be delivered in such party’s sole discretion. Such termination shall be effective 48 hours after the mailing of such written notice. This Agreement shall automatically terminate without the requirement for further action by any party to this Agreement upon the termination of the Dealer Manager Agreement.

Upon expiration or termination of this Agreement, the Dealer Manager shall pay to Participating Adviser all earned but unpaid compensation to which Participating Adviser is or becomes entitled under Section V hereof at such time as such compensation or reimbursement becomes payable.

The respective agreements and obligations of Participating Adviser and the Dealer Manager set forth in Sections V, XII through XIV and XVI through XXII of this Agreement and Section 8 of the Dealer Manager Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

Notwithstanding the termination of this Agreement or the payment of any amount to Participating Adviser, Participating Adviser agrees to pay Participating Adviser’s proportionate share of any claim, demand or liability asserted against Participating Adviser and the other Participating Distribution Agents (as defined in the Dealer Manager Agreement) on the basis that such Participating Distribution Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case such Participating Distribution Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

This Agreement may be amended at any time by the Dealer Manager by written notice to Participating Adviser, and any such amendment, including any amendment to the Dealer Manager Agreement, shall be deemed accepted by Participating Adviser upon placing an order for sale of Shares after it has received such notice.

This Agreement and the schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto relating to the subject matter hereof.

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XVIII. Use of Company and Invesco Names.

Except as expressly provided herein, nothing herein shall be deemed to constitute a waiver by the Dealer Manager of any consent that would otherwise be required under this Agreement or applicable law prior to the use of Participating Adviser of the name or identifying marks of the Company, the Dealer Manager, “Invesco” or “Invesco Real Estate” (or any combination or derivation thereof). The Dealer Manager reserves the right to withdraw its consent to the use of the Company’s name at any time and to request to review any materials generated by Participating Adviser that use the Company’s or Invesco’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

XIX. Assignment; Third Party Beneficiary.

Participating Adviser shall have no right to assign this Agreement or any of Participating Adviser’s rights hereunder or to delegate any of Participating Adviser’s obligations. Any purported assignment or delegation by Participating Adviser shall be null and void. The Dealer Manager shall have the right to assign any or all of its rights and obligations under this Agreement by written notice, and Participating Adviser shall be deemed to have consented to such assignment by execution hereof. Dealer Manager shall provide written notice of any such assignment to Participating Adviser. The Company is a third party beneficiary with respect to this Agreement and may enforce its rights, to the extent set forth herein, against any party to this Agreement.

XX. Notice.

All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to Participating Adviser, to:	The address specified by Participating Adviser on the signature page hereto.

XXI. Attorneys’ Fees; Applicable Law and Venue.

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware. Venue for any action brought hereunder (including arbitration) shall lie exclusively in Atlanta, Georgia.

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XXII. No Partnership.

Nothing in this Agreement shall be construed or interpreted to constitute Participating Adviser as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Participating Distribution Agents. Instead, this Agreement shall only constitute Participating Adviser as a dealer authorized by the Dealer Manager to sell the Shares according to the terms set forth in the Memorandum and in this Agreement.

[Signatures on following pages.]

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If the foregoing is in accordance with Participating Adviser’s understanding and agreement, please sign and return the attached duplicate of this Agreement.

Very truly yours,

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth.

1. Identity of Participating Adviser:

Company Name:

Type of entity:

Organized in the State of:

Licensed as registered investment adviser in all States: Yes:                          No:                 

If no, list all States licensed as registered investment adviser:

Tax ID #:

2. Person to receive notices delivered pursuant to the Agreement.

Name:

Company:

Address:

City, State and Zip:

Telephone:

Fax:

Email:

AGREED TO AND ACCEPTED BY PARTICIPATING ADVISER:

	(Participating Adviser’s Firm Name)
By:
	Signature
Name:
Title:
Date:

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SCHEDULE I

ADDENDUM

TO

PARTICIPATING ADVISER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

506(c) Accredited Investor Verification Election

Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that all purchasers in the offering are “accredited investors” and the issuer takes reasonable steps to verify purchasers’ “accredited investor” status. For the Company to fulfill this obligation, Participating Adviser must agree that: (i) Participating Adviser will conduct all relevant Rule 506(c) verifications on Company’s behalf; or (ii) Participating Adviser agrees to use the third-party service provider (the “Third Party Verifier”) engaged by the Company will conduct such verification.

Participating Adviser agrees and elects to one of the following:

☐ 1. Participating Adviser Verification

• Participating Adviser agrees to take reasonable steps to verify that all purchasers are “accredited investors”;

• Participating Adviser acknowledges they have policies and procedures in place to reasonably verify a purchaser’s “accredited investor” status;

• Participating Adviser agrees to provide certification to the Company in the form attached hereto as Exhibit A that Participating Adviser has taken reasonable steps to verify each subscribing investor’s status as an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended, and has verified that such investor is an “accredited investor” within 90 days of the purchase date; and

• In the event Participating Adviser is unable to verify the “accredited investor” status of an investor, the Participating Adviser will not submit such investor’s subscription agreement.

OR

☐ 2. Third Party Verification

• Participating Adviser agrees that all their clients be verified by the Third Party Verifier contracted by the Company; and

• Participating Adviser acknowledges that purchasers to whom they distribute the offering would need to provide certain personal data to the Third Party Verifier for it to conduct the verification.

“PARTICIPATING ADVISER”

(Print Name of Participating Adviser)

By:

Title:

Date:

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Exhibit A

ACCREDITATION LETTER

NOTE: TO BE PREPARED BY THE SUBSCRIBER’S THIRD-PARTY LICENSED

ATTORNEY, CERTIFICATE PUBLIC ACCOUNTANT, AN SEC-REGISTERED

INVESTMENT ADVISER OR A REGISTERED BROKER-DEALER.

In connection with a proposed investment in                                 pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), I hereby confirm that, as of the date set forth below,                         is/are “accredited investor(s)” as defined in Rule 501(a) of Regulation D under the Securities Act.

In making this determination, I have reviewed the selected documents and information: (Initial one of the options below)

           With respect to Income: Any Internal Revenue Service form that reports the purchaser’s income for the two most recent years (including, but not limited to, Form W–2, Form 1099, Schedule K–1 to Form 1065, and Form 1040) and obtained a written representation from the purchaser that s/he (alone or with spouse) has a reasonable expectation of reaching the income level necessary to qualify as an “accredited investor” during the current year;

           With respect to Net Worth: Asset and liability documentation listed below, dated within the prior three months and obtained a written representation that all liabilities necessary to make a determination of net worth have been disclosed.

• Assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties;

• Liabilities: A consumer report from at least one of the nationwide consumer reporting agencies.

I am a                              (attorney, accountant, broker-dealer, investment adviser) licensed (#                        ) and in good standing in the state of                         .

Broker-Dealers and RIAs Only:

*In the case of a Broker-Dealer or Investment Adviser registered with the U.S. Securities and Exchange Commission, your signature below confirms you are a designated person authorized to make a 506(c) verification under your firm’s policies and procedures.

Sincerely,

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Printed Name:

Date:

Phone Number:

17

EX-10.4

Exhibit 10.4

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

VALUATION SERVICES AGREEMENT

This VALUATION SERVICES AGREEMENT (this “Agreement”) is made on May 12, 2023, by and between Chatham Financial Corp., a Pennsylvania corporation (“Chatham Financial”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), on behalf of itself and as agent on behalf of Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (“INCREF” and together with the Adviser, “Invesco”).

WHEREAS, Invesco Advisers, Inc. is a registered investment adviser with the SEC and the adviser to INCREF in accordance with the terms of an investment advisory agreement (the “Adviser” and together with INCREF, “Invesco”);

WHEREAS, INCREF intends to (i) conduct one or more private offerings of its common stock pursuant to confidential private placement memorandums (as amended and supplemented from time to time, the “Memorandums”), and (ii) register its common stock with the Securities Exchange Commission on Form 10-12g under the Exchange Act (as amended and supplemented from time to time, the “Registration Statement”), at prices based upon the net asset value (“NAV”) per share for each class of common stock being offered; and

WHEREAS, Invesco desires that Chatham Financial perform valuations of (a) the mortgage payables (“Property-Level Debt Valuations”) that encumber properties that INCREF owns or may in the future acquire (the “Debt Subject Properties”), (b) the entity-level debt of INCREF (the “Entity-Level Debt Valuations” and together with the Property-Level Debt Valuations, the “Debt Valuations”) and (c) mortgages, mortgage participations, mezzanine loans and other real estate-related debt receivables held by INCREF (the “Loan Valuations” and together with the Debt Valuations, the “Financing Valuations”), each in order to assist in the Adviser’s calculation of NAV.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SERVICES. Chatham Financial will perform services set forth below in accordance with INCREF’s valuation guidelines adopted by INCREF’s board of directors (the “Board”), as amended from time to time (the “Valuation Guidelines”):

(a) Perform Financing Valuations on a monthly basis as of the end of each calendar month. Financing Valuations will be delivered to Invesco promptly after such valuations become available. The professional staff members assigned to this engagement must be appropriately qualified to perform the work. The qualifications of professionals working on this engagement have been provided to Invesco prior to the date hereof and shall be provided prior to each subsequent renewal of the term of this Agreement or upon any proposed change in such professionals working on this engagement; provided, that Chatham Financial shall have received the approval of Invesco prior to making any change in the professionals working on this engagement, such approval to be in Invesco’s sole discretion; and provided, further, that Chatham Financial.

(b) Independently assemble and maintain Excel or other models to ensure that property- specific information provided by Invesco is accurately reflected in the Financing Valuations.

(c) Deliver the following items to Invesco within an agreed upon time frame:

i. Draft and final Financing Valuation reports; and

ii. Explanation of current value conclusions compared to previous values.

(d) Provide interim Financing Valuations outside the monthly valuation cycle if (i) Invesco notifies Chatham Financial of a property-specific material event and Chatham Financial, in its professional judgment, believes that the value for the Financing Valuation has changed materially, (ii) as reasonably requested by Invesco or in the judgment of Chatham, as a result of a capital market material event, or (iii) Chatham Financial determines it necessary to confirm any Financing Valuations previously communicated to Invesco. Chatham Financial shall perform and deliver the new Financing Valuations to Invesco within three business days of the occurrence of (i), (ii) or (iii), unless Chatham Financial and Invesco reasonably agree that additional time is necessary.

(e) With respect to the Debt Valuations and Loan Valuations, provide the Board with periodic valuation reports in connection with regularly scheduled Board meetings, or at such other times as may be reasonably requested by the Board.

(f) Monitor, together with the Adviser, overall market conditions and communicate conditions to Invesco that Chatham Financial believes could materially impact any of the Financing Valuations.

(g) Meet with the Board at least once per year, or more frequently as reasonably requested by the Board, to review the Valuation Guidelines and discuss the services provided by Chatham Financial pursuant to this Agreement.

(h) Review the Valuation Guidelines, in cooperation with the Adviser, at least annually and provide its feedback on the operations of the valuation procedure described therein to Invesco; provided, however, that each party acknowledges and understands that adoption of updates to the Valuation Guidelines is ultimately the responsibility of the Board.

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(i) Prepare, in cooperation with the Adviser, an annual plan to determine when the Debt Valuations will occur.

2. PAYMENT FOR SERVICES. To receive compensation for the services rendered, Chatham Financial shall submit an invoice to Invesco and shall receive the amounts set forth in Exhibit A hereto in accordance with the terms and conditions set forth therein. Such amounts shall be paid quarterly, in arrears, within thirty (30) business days after receipt by Invesco of each invoice.

3. REPRESENTATIONS AND WARRANTIES.

(a) Representations and Warranties of Invesco. Invesco represents and warrants to Chatham Financial that:

i. It has been duly authorized by proper corporate action to enter into this Agreement and perform its obligations hereunder.

ii. The execution, delivery and performance of this Agreement will not materially violate any provision of applicable law or any agreement or instrument to which it is bound.

iii. It has obtained and will maintain any and all necessary approvals, orders, consents, authorizations, certificates, licenses, permits, or validations of, or exemptions or other actions by, or recordings or registrations with any federal, state and local governmental or regulatory or supervisory authority, or any self-regulatory organization (each, a “Governmental Entity”) having jurisdiction over it that is or will be necessary in connection with the execution and delivery of this Agreement, or its performance of or compliance with the terms and conditions of this Agreement.

iv. There are no actions, suits or proceedings pending or to the knowledge of Invesco, threatened against Invesco which could reasonably be expected to have a material adverse effect on the ability of Invesco to comply with the terms of this Agreement.

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v. Invesco or its agents will supply Chatham Financial with the property-specific information regarding the Debt Subject Properties underlying the Property Debt Valuations and the properties underlying the Loan Valuations the “Loan Subject Properties”) reasonably necessary to enable Chatham Financial to perform its duties pursuant to this Agreement. This information may include, but not be limited to: applicable loan documents, property-level values and unlevered discount rates.

vi. Invesco or its agents will promptly notify Chatham Financial of any material event of which it is reasonably aware that could impact the real estate or debt value related to one or more of the Debt Subject Properties or Loan Subject Properties.

(b) Representations and Warranties of Chatham. Chatham Financial represents and warrants to Invesco that:

i. It has been duly authorized by proper corporate action to enter into this Agreement and perform its obligations hereunder.

ii. The execution, delivery and performance of this Agreement will not materially violate any provision of applicable law or any agreement or instrument to which it is bound.

iii. It has obtained and will maintain any and all necessary approvals, orders, consents, authorizations, certificates, licenses, permits, or validations of, or exemptions or other actions by, or recordings or registrations that are or will be necessary in connection with the execution and delivery of this Agreement, or its performance of or compliance with the terms and conditions of this Agreement.

iv. There are no actions, suits or proceedings pending, or to the knowledge of Chatham, threatened against Chatham Financial which could reasonably be expected to have a material adverse effect on the ability of Chatham Financial to comply with the terms of this Agreement.

v. It will perform services in a professional manner.

vi. It will maintain professional liability and errors and omissions insurance coverage as set forth in Section 12 hereof.

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(c) Representations and Warranties of the Adviser. The Adviser represents and warrants to Chatham Financial that it is duly authorized by INCREF to issue instructions to Chatham Financial in connection with the services provided by Chatham Financial hereunder. The Adviser further represents and warrants that Chatham Financial shall be entitled in good faith to rely conclusively upon and will incur no liability from operating pursuant to any request, instruction, certificate, representation or other document furnished to Chatham Financial by the Adviser, or action taken, by any employee or agent of the Adviser in connection with this Agreement and the services provided hereunder as though the same had been given or made by INCREF, unless and until such time as the Adviser or INCREF deliver written notice to Chatham Financial affirmatively revoking, terminating or modifying such authorization

4. EFFECTIVE DATE. This Agreement shall be effective as of the date first written above (the “Effective Date”).

5. CONFIDENTIALITY.

(a) Confidentiality Obligations. Neither party will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party for the purposes of providing or receiving services pursuant to this Agreement which (i) if disclosed in tangible form, is marked confidential, (ii) if disclosed in any other manner, is confirmed in writing as being confidential or (iii) if disclosed in tangible form or otherwise, is manifestly confidential; it being understood that the reports prepared by Chatham Financial for Invesco shall be considered confidential information. Each party agrees that any confidential information received from the other party shall only be used for the purposes of providing or receiving the services under this Agreement or any other contract between the parties. Invesco agrees that it shall comply with the confidentiality obligations set forth herein with respect to information received by it from Chatham Financial in connection with the delivery of services hereunder.

(b) Exceptions to Restrictions. The restrictions set forth in this Section 5 will not apply to any information which (i) is or becomes generally available to the public other than as a result of a breach of an obligation by the receiving party, (ii) is acquired from a third party who, to the recipient’s knowledge, owes no obligation of confidence with respect to the information or (iii) is or has been independently developed by the recipient.

(c) Permitted Disclosure. Notwithstanding paragraphs (a) and (b) of this Section 5, either party will be entitled to disclose confidential information of the other party to (i) the disclosing party’s insurers or legal advisors or (ii) a third party to the extent that such disclosure is required by any court of competent jurisdiction or a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose; provided, however, that where reasonably practicable

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(and without breaching any legal or regulatory requirement), prompt notice in writing shall first be given to the other party. Notwithstanding anything to the contrary within this Agreement, and subject to the requirements set forth in Exhibit C hereto, Chatham Financial shall be permitted to: (i) store INCREF loan and transaction documentation and other materials within a cloud platform administered by a nationally- recognized third-party cloud-service provider (the “Cloud Platform”); and (ii) utilize computing resources within the Cloud Platform to perform data analytics, highlighting and bookmarking with respect to such loan and transaction documentation and other information, in each case subject to the terms of a written agreement in effect between Chatham Financial and such cloud-service provider. Invesco hereby consents to such storage and processing within the Cloud Platform.

(d) Term of Confidentiality. The parties’ respective confidentiality obligations will terminate two years after the expiration or termination of this Agreement.

6. ACKNOWLEDGEMENT. Chatham Financial acknowledges that (i) the valuations included in the Debt Valuation reports provided pursuant hereto will be used or incorporated into INCREF’s Registration Statements and periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), (ii) Chatham Financial will be named and described in the Registration Statement and any amendments thereto filed with the SEC, as INCREF’s independent valuation advisor for property-level and entity-level debt and for mortgages, mortgage participations, mezzanine loans and other real estate-related debt receivables held by INCREF, (iii) Chatham Financial will be named as an expert in the Registration Statement and supplements to the prospectus included therein filed with the SEC, (iv) in connection with the foregoing subsections (i), (ii) and (iii), Chatham Financial will provide a consent in a form satisfactory to Chatham Financial and INCREF to be attached as an exhibit to the Registration Statement, (v) Chatham’s provision of the aforementioned consent is subject to INCREF’s providing Chatham Financial a commercially reasonable opportunity to review and consent to references to Chatham Financial in any regulatory filing which require Chatham Financial to be named as an expert, and (vi) to the extent required by applicable SEC rules or regulations, this Agreement may be filed with the SEC provided that Exhibit A hereto and all other fee amounts included herein shall be redacted or otherwise excluded from any such filing. Chatham Financial also acknowledges that it will be named as INCREF’s independent valuation advisor for property-level and entity-level debt and real estate-related debt receivables and its role in the calculation of NAV will be disclosed in the memorandum and other offering documents related to the private placement of common stock by INVESCO.

7.WORK PRODUCT.

(a) Ownership and Use. INCREF will retain ownership rights in all INCREF information and will have the right to use any materials supplied by Chatham Financial that contain information in accordance with the terms herein. Chatham Financial will own its working papers and preexisting materials and any general skills, know how, processes, form documents, or other intellectual property (including a non-client specific version of any deliverables) which may have been prepared, delivered, discovered, or created by Chatham Financial as a result of its services to INVESCO. Chatham Financial hereby grants INVESCO a nonexclusive, worldwide, perpetual, royalty-free and irrevocable license to use such materials included in the work product or

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deliverables for INVESCO’s own internal business use in connection with INVESCO’s ordinary asset management, bookkeeping, accounting, and financial reporting activities. Except as expressly provided within this Agreement, all confidential information remains the property of the disclosing party. During the term of this Agreement, INCREF hereby grants to Chatham Financial and its affiliates, a nonexclusive, worldwide, perpetual, royalty-free and irrevocable license for Chatham Financial and its affiliates to use the INCREF data (on an aggregated, anonymous basis) for the purpose of compiling and preparing periodic reports, research or analyses of various aspects of the market, so long as such INCREF data shall be used in a manner in which neither the identity of INCREF nor any specific data belonging to INCREF is discernible.

(b) Permitted Disclosures. Invesco agrees to treat the Chatham Financial work product with the utmost confidentiality and shall not disseminate, distribute, make available or otherwise publish the Chatham Financial work product to any third party except to (i) any third party service provider (such as INCREF’s attorneys, accountants or consultants) using the Chatham Financial work product in the course of providing services for the sole benefit of INCREF, (ii) as required by statute, government regulation, legal process or judicial decree, provided that Chatham Financial is informed of such disclosure (if permitted by law) so that Chatham Financial may attempt to object or limit such disclosure or (iii) as otherwise permitted under this Agreement.

(c) Reliance. Chatham Financial will rely on information provided by Invesco, will not verify the accuracy of such information, and Chatham Financial shall not be responsible for any inaccuracy in such information. Invesco acknowledges and agrees that Chatham Financial will be unable to accurately provide services hereunder if Invesco fails to provide property-specific information or notify Chatham Financial of any material event of which Invesco is reasonably aware that could impact the loan or debt value related to one or more of the Subject Properties.

(d) Intended Use. Invesco agrees and understands that the Debt Valuation reports will be subject to Chatham’s standard Assumptions and Limiting Conditions attached as Exhibit B hereto, which will be incorporated into the report. All users of the Financing Valuation reports are specifically cautioned to understand the Assumptions and Limiting Conditions as well as any extraordinary assumptions and hypothetical conditions which may be employed by Chatham Financial and incorporated into the report. Moreover, all users should consider the report as only one factor together with its independent investment considerations and underwriting criteria in its overall investment decision.

(e) Intended User. Chatham Financial is performing the Services for Invesco’s sole use and not for any other purpose. Client acknowledges that any third parties who obtain access to the monthly Financing Valuation reports are not authorized to use or rely upon it unless they are expressly permitted to rely thereon pursuant to this Agreement or a separate reliance or consent letter issued by Chatham Financial at its sole discretion.

8. TERM OF AGREEMENT. This Agreement shall continue in force for a period of three years from the Effective Date (“Initial Term”), with three successive one-year renewals. The renewal terms will automatically commence unless this Agreement is terminated by either party with ninety (90) calendar days’ notice prior to the end of the Initial Term or any renewal term.

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Notwithstanding the foregoing, this Agreement may be terminated (i) by a party hereto immediately upon a material breach of this Agreement by the other party; provided, however, that the breaching party has the opportunity to cure such breach, if curable within a thirty (30) calendar day period, (ii) by INCREF immediately in the event that INCREF determines (a) not to proceed with or discontinues the private offering of its common stock pursuant to the Memorandums or (b) not to proceed with registration with the SEC or (iii) by INCREF with thirty (30) calendar days’ notice upon the approval of the Board, including a majority of its independent directors, or (iv) by Chatham Financial upon any the effectiveness of any SEC rulemaking or similar determination which requires Chatham Financial to register with the SEC or otherwise imposes material regulatory burdens on Chatham Financial with respect to the services provided hereunder. The parties’ obligations under Sections 2, 5, 6, 7, 8, 10, 11, 13, 17 and 18 of this Agreement shall survive termination of this Agreement. Except as set forth herein or as otherwise required by law, upon expiration or termination hereof, Chatham Financial shall have no further obligations under this Agreement including, without limitation, any obligation to update any monthly Financing Valuation reports or related information.

9. INDEPENDENT CONTRACTOR. The parties agree that Chatham Financial is being retained as an independent contractor to perform the Services and nothing in this Agreement shall be deemed to create any other relationship between Chatham Financial and Invesco. Chatham Financial shall be solely responsible for the actions and inactions of itself and of its affiliates, and their respective members, officers, directors, employees, advisors, legal counsel, contractors, and agents (“Chatham Financial Representatives”). Chatham Financial shall not, and is not authorized to, enter into contracts or agreements on behalf of Invesco or to otherwise create obligations of Invesco to third parties.

10. INDEMNIFICATION.

(a) Invesco agrees to defend, indemnify and hold harmless Chatham Financial and Chatham Financial Representatives (each, a “Chatham Party”, and collectively, the “Chatham Indemnified Parties”), from and against any losses, claims, damages, demands, and liabilities (“Damages”), joint or several, related to or arising in any manner out of (x) any third-party claim or action related to the use or performance of the services provided under this Agreement, or (y) Invesco’s (i) gross negligence, recklessness, fraud, or willful misconduct, (ii) material breach of the terms of this Agreement or (iii) violation of applicable law in connection with the performance of its duties under this Agreement . Notwithstanding the foregoing, Invesco shall not be liable in respect of any Damages that a court of competent jurisdiction shall have determined by final non- appealable judgment resulted solely from the (i) gross negligence, recklessness, fraud or willful misconduct of a Chatham Party, (ii) the material breach of the terms of this Agreement by Chatham Financial, or (iii) violation of applicable law by Chatham Financial in connection with the performance of its duties under this Agreement.

(b) Chatham Financial agrees to defend, indemnify and hold harmless Invesco, its employees, directors, officers and agents (each, an “Invesco Party”, and collectively, the “Invesco Parties”), from and against any Damages, joint or several, related to or arising in any manner out of Chatham’s (i) gross negligence, recklessness, fraud, or willful misconduct, (ii) material breach of

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the terms of this Agreement or (iii) violation of applicable law in connection with the performance of its duties under this Agreement. Notwithstanding the foregoing, Chatham Financial shall not be liable in respect of any Damages that a court of competent jurisdiction shall have determined by final non-appealable judgment resulted solely from the (i) gross negligence, recklessness, fraud or willful misconduct of any Invesco Party, (ii) the material breach of the terms of this Agreement by Invesco, or (iii) violation of applicable law by Invesco in connection with the performance of its duties under this Agreement.

(c) The indemnifying party agrees not to enter into any waiver, release or settlement of any threatened or pending investigative, administrative, judicial or regulatory claim, action, proceeding or investigation arising in any manner out of any indemnification obligations hereunder (collectively “Proceedings”) which would be binding on an indemnified party (whether or not such indemnified party is a formal party to such Proceeding) without prior written consent of the indemnified party (which consent not to be unreasonably withheld), unless such waiver, release or settlement includes an unconditional release of the applicable indemnified party from all liability arising out of such Proceeding.

(d) This Section 10 shall remain operative and in full force and effect regardless of any withdrawal, termination, or failure to initiate or consummate any transaction contemplated by this Agreement.

11. LIMITATION OF LIABILITY. ANYTHING IN THE AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WHATSOEVER SHALL CHATHAM FINANCIAL’S (OR ANY OF ITS AFFILIATES OR RESPECTIVE OFFICERS OR EMPLOYEES) TOTAL LIABILITY TO INVESCO, OR ANY OTHER PARTY ENTITLED TO MAKE A CLAIM, FOR DIRECT DAMAGES WITH RESPECT TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREIN, OR ANY OTHER DAMAGES WHATSOEVER, EXCEED IN THE TOTAL SUM OF FEES (EXCLUSIVE OF REIMBURSED EXPENSES) RECEIVED BY CHATHAM FINANCIAL UNDER THIS AGREEMENT OVER THE TWELVE MONTHS PRECEEDING THE CLAIM; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO ANY DAMAGES, LOSSES OR LIABILITY RESULTING FROM OR BASED UPON CHATHAM FINANCIAL’S FRAUD OR GROSS NEGLIGENCE, AS DETERMINED BY A FINAL JUDGMENT, VERDICT OR ORDER BY A COURT OF COMPETENT JURISDICTION.

12. INSURANCE. Chatham Financial agrees to obtain and maintain and keep in full force and effect, at Chatham Financials’ expense, the forms of insurance with the minimum limits of insurance stated in this Section 12. Each insurance policy will be maintained with an insurer having a rating of at least an “A-” in the most currently available Best’s Insurance Reports. Chatham Financial will provide for at least thirty (30) days’ prior written notice to Invesco in the event of any cancellation or material reduction in limits. Upon request from Invesco not to be exercised more than once annually, Chatham Financial will furnish Invesco with certificates of insurance in satisfactory form, evidencing its compliance with these provisions. Chatham Financial will maintain at least the following:

(a) Statutory workers’ compensation covering all state and local requirements;

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(b) Employer’s liability with a limit of $1,000,000 for one or more claims arising from each accident;

(c) Commercial general liability, written on an occurrence basis, with a minimum per occurrence combined single limit of $1,000,000 and a minimum aggregate combined single limit of $2,000,000;

(d) Umbrella / Excess Liability Insurance with limits of no less than $10,000,000 per occurrence and in the aggregate;

(e) Errors and Omissions insurance with limits of no less than $10,000,000 per occurrence and $10,000,000 in the aggregate which includes coverage for third party claims arising out of the negligent act, error or omission of Chatham; and

(f) Fidelity bond (AKA crime insurance) at $5,000,000 per occurrence and aggregate, including third party liability or Invesco coverage.

13. PUBLICATION. Chatham Financial agrees that Invesco may disclose Chatham’s name and capacity as an independent valuation advisor without restriction, other than those restrictions set forth in Section 6 of this Agreement.

14. COLLECTION. If it becomes necessary to place collection of the fees and expenses due Chatham Financial in the hands of a collection agent and/or an attorney (whether or not a legal action is filed) Invesco agrees to pay all fees and expenses including reasonable attorney’s fees incurred by Chatham Financial in connection with the collection or attempted collection thereof.

15. USE OF NAME. Unless informed to the contrary by Invesco in writing, Chatham Financial may use the names of INCREF and the Adviser in promotional materials, provided no reference is made to the services performed or properties involved.

16. THIRD PARTY BENEFICIARIES. Invesco acknowledges that Chatham, in connection with its engagement hereunder, is acting as an independent contractor with duties owing solely to Invesco and that nothing in this Agreement is intended to confer upon any other person (other than the persons indemnified in Section 10 hereof) any rights, benefits or remedies hereunder or by reason hereof.

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17. NOTICES. All notices, requests, instructions, or documents required hereunder shall be in writing and delivered personally or via a recognized overnight delivery service mailed to the following:

To Invesco:	To Chatham:
INCREF Commercial Real Estate	Chatham Financial Corp.
Finance Trust, Inc.	235 Whitehorse Lane
2001 Ross Avenue, Suite 3400	Kennett Square, PA 19348
Dallas, TX 75201	Attn: General Counsel
Attn: IRE Valuations

18. AMENDMENT; ASSIGNMENT; OTHER MATTERS.

(a) Governing Law; Exclusive Jurisdiction; Jury Trial. This Agreement and any dispute relating to the Services will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of New York without giving effect to any provisions relating to conflict of laws that require the laws of another jurisdiction to apply. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY ANY OF THEM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(b) Entire Agreement. This Agreement (including exhibits hereto) contains the entire agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior oral and written agreements, if any, between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of Invesco, Chatham, the other Indemnified Parties and their respective successors and assigns.

(c) Counterparts. This Agreement may be executed in two or more counterparts and may be delivered by e-mail or facsimile, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

(d) No Joint Venture. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship or other joint enterprise between them.

(e) Amendment. No change, modification or alteration of this Agreement shall be effective unless in writing and signed by both parties.

(f) Assignment. Neither party may assign its rights and/or obligations hereunder without the prior written consent of the other party.

(g) Severability. The provisions of this Agreement are independent and severable from each other. If any term, clause or provision of this Agreement is deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the undersigned have executed this Valuation Services Agreement as of the date set forth above.

Chatham Financial Corp.		INVESCO ADVISERS, INC.
/s/ Joseph Nowicki		/s/ Beth Zayicek
By:	Joseph Nowicki	By:	Beth Zayicek
Its:	Managing Director	Its:	Vice President
Date:	12 May 2023	Date:	5/8/2023
		INCREF COMMERCIAL REAL ESTATE
		FINANCE TRUST, INC.
		/s/ Beth Zayicek
		By:	Beth Zayicek
		Its:	Chief Operating Officer
		Date:	5/8/2023

Signature Page to Valuation Services Agreement

EXHIBIT A

FEES

[*****]

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EXHIBIT B

ASSUMPTIONS AND LIMITING CONDITIONS

The monthly report has been based on, and is subject to, the following general assumptions and limiting conditions:

• The conclusions and recommendations reported are only applicable to the purpose, function, and terms stated in this report, and shall not be used for any other purpose.

• Chatham Financial has assumed that the reader(s) of this report is well-versed in real estate and is a sophisticated and knowledgeable business person(s).

• No responsibility is assumed for the legal description provided or for matters pertaining to legal or title considerations. Titles to the properties are assumed to be good and marketable unless otherwise stated. It is assumed that the use of the land and improvements are confined within the boundaries or property lines of the properties described, and that there are no encroachments or trespassing unless noted in the report. The report will not constitute a survey of the property analyzed.

• Responsible ownership and competent property management are assumed.

• All statements of fact in the report which are used as the basis of the Chatham’s analyses, opinions, and conclusions are taken to be true and correct to Chatham’s actual knowledge and belief. Chatham Financial does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information or the condition of the property furnished to Chatham Financial by INCREF or others. The conclusions and any permitted reliance on and use of the report shall be subject to the assumptions, limitations, and qualifying statements contained herein.

• Chatham Financial shall have no responsibility for legal matters, including zoning, or questions of survey or title, soil or subsoil conditions, engineering, or other similar technical matters. All engineering studies, if provided, are assumed to be correct. The plot plans and illustrative material in this report are included only to help the reader visualize the property.

• It is assumed that there are no hidden or unapparent conditions of the properties, subsoil, or structures that render it more or less valuable. No responsibility is assumed for detecting such conditions or for obtaining the engineering or environmental studies that may be required to discover them.

• It is assumed that the properties are in full compliance with all applicable federal, state, and local environmental regulations and laws, unless the appraiser has been informed of such lack of compliance and it is stated, described, and considered in the report. It is assumed that all required licenses, certificates of occupancy, consents, and other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the conclusions contained in this report is based.

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• It is assumed that the properties conform to all applicable zoning and use regulations and restrictions unless nonconformity has been disclosed to Chatham, identified, described, and considered in the report.

• Chatham Financial shall not be required to give testimony as a witness or to appear in any capacity in any legal or administrative hearing or procedure, or to have any continued service responsibility unless compensated in advance by the engager of this report according to their fee schedule then in effect.

• Unless otherwise stated in this report, Chatham Financial will not be considering the possible existence of asbestos, urea-formaldehyde foam insulation, PCB transformer, or other toxic, hazardous, or contaminated substances and/or underground storage tanks (collectively “Hazardous Materials”) on or affecting the property, or the cost or encapsulation or removal thereof. Chatham Financial is not qualified to detect Hazardous Materials and, unless otherwise stated, Chatham Financial has not been informed of any major or significant deferred maintenance of the property that would require the expertise of a professional cost estimator or contractor. If such repairs are needed, the estimates are prepared by others. The conclusions are predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for such conditions or for any expertise or engineering knowledge required to discover them. INCREF is urged to retain an expert in this field if such expertise is desired.

• In the event INCREF intends to use the report in connection with a tax matter, INCREF acknowledges that Chatham Financial provides no warranty, representation, or prediction as to the outcome of such tax matter. Chatham Financial has no responsibility or liability to INCREF or any other party for any such taxes, interests, penalties, or fees that may be incurred.

• Chatham’s personnel are not engineers, professional building contractors, or environmental consultants. Such additional expertise is not covered in the report and INCREF agrees that, if such additional expertise is required, it shall be provided by others at the direction and discretion of INCREF. No warranties are made by references to physical property characteristics in terms of quality, condition, cost, suitability, soil conditions, flood risk, obsolescence, etc., and no liability is assumed for any engineering-related issues.

• Possession of this report or a copy thereof does not imply right of publication, nor use for any purpose by anyone other than the person to whom it is addressed, without the written consent of Chatham.

• The liability of Chatham, and its affiliates, employees, officers, directors, and agents, is limited to INCREF. This report was prepared specifically for our INCREF, to whom this report is addressed.

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• INCREF acknowledges that Chatham Financial is a corporation and agrees that any claim made by INCREF arising out of any act or omission of any director, officer, agent, or employee of Chatham, in the execution or performance of its contractual or professional responsibilities shall be made solely against Chatham Financial and not against any such director, officer, agent, or employee.

• The Americans with Disabilities Act (ADA) became effective January 26, 1992. Chatham Financial shall not made a specific compliance survey and analysis of the properties to determine whether or not they are in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the properties, together with a detailed analysis of the requirements for the ADA, could reveal that the properties are not in compliance with one or more of the requirements of the ADA. If so, this fact could have a negative effect upon the value of the property. Since Chatham Financial shall have no direct evidence relating to this issue, Chatham Financial shall not consider possible non- compliance with the requirements of the ADA in estimating the value of the properties.

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EX-10.5

Exhibit 10.5

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement”), dated March 23, 2023, is by and between Invesco Realty, Inc., a Delaware corporation (the “ Subscriber”) and Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”). The Subscriber and the Company are collectively referred to herein as “Parties” and each as a “Party.”

RECITALS

WHEREAS, the Company has authorized the issuance of 2,000,000,000 shares of common stock, including 500,000,000 shares of each of (i) Class D common stock, par value $0.01 per share (“Class D Shares”); (ii) Class I common stock, par value $0.01 per share (“Class I Shares”); (iii) Class S common stock, par value $0.01 per share (“Class S Shares”); and (iv) Class E common stock, par value $0.01 per share (“Class E Shares”; collectively with the Class D Shares, Class I Shares, and Class S Shares, the “Shares”);

WHEREAS, the Company intends to offer the Shares pursuant to the Private Placement Memorandum (as amended, supplemented or otherwise modified from time to time, the “Memorandum”); and

WHEREAS, the Subscriber is willing to commit to purchase shares, and the Company is willing to issue and sell shares to the Subscriber on the terms set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Parties, intending to be legally bound, hereby agree as set forth herein.

1. The Subscriber represents, warrants and agrees as follows:

1.1

(a) Initial Purchase. The Subscriber hereby subscribes for and agrees to purchase an aggregate of $150,000,000 (the “Commitment Amount”) of Class D Shares, Class I Shares, Class S, and Class E Shares (the “Initial Shares”), at a purchase price per Initial Share to be determined as of the date of the closing of such purchase or purchases as set forth in this Subscription Agreement. The Subscriber shall purchase the Initial Shares in one or more closings on or prior to the Final Closing Date (as defined below). The purchase price per Initial Share will equal the most recently determined “Share Transaction Price” (as defined in the Memorandum) per Initial Share as of the date of each closing of the Subscriber’s purchase of such Initial Share; provided, however, that if the Company has not yet determined a transaction price as of such closing date, the purchase price per Initial Share will be $25.00 and thereafter any Shares issued to the Subscriber will be effected at then current Share Transaction Price (as defined in the Memorandum) per Share.

(b) Capital Contributions. The Subscriber hereby agrees to make capital contributions in cash to the Company from time to time in the amounts specified by the Company and communicated to the Subscriber as the amount required for each contribution (each such communication, a “Capital Call,” and each contribution a “Closing”). The relative amounts required in each Capital Call will be with respect to the Commitment Amount set forth in Section 1.1(a) above.

(c) Capital Calls. The Company shall make Capital Calls at its discretion upon five (5) business days advance notice (or such shorter time as the Company may determine in its sole discretion). The Company may call up to $90,000,000 in one or more Closings on or before April 1, 2023 (the “Initial Closing Date”) and the remainder of

the Subscriber’s Commitment Amount in one or more Closings on or prior to the date that is five (5) years following the effective date of this Subscription Agreement (the “ Final Closing Date”). The Company may adjust the timing of such capital calls at any time in its sole discretion (including, without limitation, at the direction of a lender in accordance with the terms of a Subscription Facility (as defined below)).

(d) Subsequent Purchases. Notwithstanding anything herein to the contrary, until the Final Closing Date, if the Company elects in its sole discretion to repurchase all or any portion of the Shares from Subscriber pursuant to Section 2.5 hereof, the Subscriber shall, upon the Company’s request following any such repurchase pursuant to Section 2.5 hereof, be required to purchase an amount of additional Class D Shares, Class I Shares, Class S Shares, and Class E Shares (“Additional Shares”), including pursuant to a Capital Call issued by the Company to the Subscriber for such purpose, such that the aggregate purchase price of (i) the outstanding Initial Shares held by Subscriber (if any) and (ii) such Additional Shares is equal to $150,000,000. The purchase price per Additional Share will equal the most recently determined Share Transaction Price per Additional Share as of the date of the Closing of Subscriber’s purchase; provided, however, that the Company has not yet determined a transaction price as of such closing date, the purchase price per Additional Share will be an amount such that the aggregate purchase price of all Additional Shares held by the Company following such repurchase does not exceed the Commitment Amount.

1.2 The Subscriber has carefully read this Subscription Agreement and, to the extent it believes necessary, has discussed with its counsel the representations, warranties and agreements that it makes by signing this Subscription Agreement and the limitations that apply to its resale of the Shares. All representations and warranties made by the Subscriber shall be made as of the date hereof and as of the date of any purchase of Shares by the Subscriber pursuant hereto.

1.3 The Subscriber acknowledges that, prior to executing this Subscription Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company and the terms and conditions of the offering of the Shares to which this Subscription Agreement relates, and, to the extent it believes necessary in light of its knowledge of the Company’s affairs, the Subscriber has asked these questions and received satisfactory answers.

1.4 The Subscriber acknowledges that the Company will not register the issuance of the Shares under the Securities Act, or any state securities laws (the “State Acts”) in reliance upon exemptions from registration contained in the Securities Act and the State Acts, and that the Company relies upon these exemptions, in part, because of the Subscriber’s representations, warranties and agreements contained in this Subscription Agreement.

1.5 The Subscriber is an “accredited investor” within the meaning of Rule 501(a) of pursuant to Regulation D promulgated under the Securities Act (“Regulation D”).

1.6 To the extent the Subscriber is a “covered person” within the meaning of Rule 506(d) of Regulation D, the Subscriber certifies that it has not been subject to or experienced any “Disqualifying Event” described in Annex A to this Subscription Agreement. The Subscriber agrees to notify the Company immediately if it becomes subject to or experiences a Disqualifying Event or receives notice of any action or state of affairs that could reasonably be expected to result in becoming subject to or experiencing a Disqualifying Event in the future.

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1.7 The Subscriber is purchasing the Shares for its own account, with the intention of holding the Shares for investment and with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares; the Subscriber will not make any sale, transfer or other disposition of the Shares without registration under the Securities Act and the State Acts unless an exemption from registration is available under the Securities Act and the State Acts.

1.8 The Subscriber is familiar with the business in which the Company is or will be engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase in this Subscription Agreement; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment.

1.9 The investment that the Subscriber is undertaking in this Subscription Agreement corresponds with the nature and size of its present investments and net worth, and the Subscriber can financially bear the economic risk of this investment, including the ability to afford holding the Shares for an indefinite period or to afford a complete loss of this investment.

1.10 The Subscriber agrees that it will not vote any of the Shares of the Company that it owns regarding (i) the removal of Invesco Advisers, Inc. (the “Adviser”) or any of its affiliates from the position as adviser of the Company or (ii) any transaction between the Subscriber or the Adviser or any of their affiliates and the Company.

1.11 The principal office of the Subscriber is 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201.

2. The Subscriber acknowledges and agrees as follows:

2.1 In the event that the Company registers the Shares under the Securities Act, if the conditions that would permit the Subscriber to resell the Shares under Rule 144 under the Securities Act (“ Rule 144”) should be satisfied, the Subscriber may resell the Shares in reliance upon the provisions of Rule 144 only in limited amounts and in accordance with the other terms and conditions of Rule 144; and in connection with any resale of the Shares by the Subscriber that Rule 144 does not permit, the Subscriber must comply with some other applicable registration exemption.

2.2 The Company has no obligation to register the Shares or to comply with the conditions of Rule 144 or to take any other action necessary in order to make available any exemption for the resale of the Shares without registration.

2.3 The Company will not issue physical certificates for the Shares. Instead, the Shares will be recorded on the books and records of the Company or the Company’s transfer agent.

2.4 The Subscriber may not submit the Shares for repurchase pursuant to Company’s Share Repurchase Program (as set forth in the Memorandum) until the earlier of: (i) the fifth anniversary of the date on which such Shares were issued, and (ii) the date that the Company’s aggregate net asset value is at least $1.5 billion; and further the Subscriber acknowledges that any such repurchase request may be accepted only after all requests from unaffiliated stockholders of the Company first have been fulfilled.

2.5 The Subscriber and the Company hereby acknowledge and agree that the Company may, in its sole discretion, at any time and from time to time, elect to repurchase all or any portion of the outstanding Shares from Subscriber. The price paid by the Company for any

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Shares repurchased by the Company pursuant to this Section 2.5 shall be equal to the most recently determined Share Transaction Price (as defined in the Memorandum) per Share as of the date of the closing of such repurchase; provided, however, that if the Company has not yet determined a transaction price as of such closing date, the purchase price per Additional Share will be an amount such that the aggregate purchase price of all Additional Shares held by the Company following such repurchase does not exceed the Commitment Amount.

2.6 Notwithstanding anything herein to the contrary, the Subscriber agrees that it will hold at least $200,000 in Shares for so long as the Adviser or its affiliate acts in an advisory capacity to the Company.

2.7 Subscription Facility.

a. The Company and certain of its affiliates, and the Adviser on behalf of the Company and/or certain of its affiliates, shall be authorized to incur indebtedness and/or enter into financing arrangements (in each case, including as a guarantor in respect thereof) under such terms and for any purpose permitted under this Subscription Agreement and/or the Company’s Articles of Amendment and Restatement (the “Articles”) (or equivalent document of any affiliate of the Company) as it may elect, including, but not limited to, on a joint and several basis with parallel funds, alternative investment vehicles and other affiliates of the Company. In connection therewith, the Company, certain of its affiliates and the Adviser shall be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to or in favor of a lender in (i) $150,000,000 minus the aggregate purchase price paid by the Subscriber with respect to the Shares purchased by the Subscriber as of the date of such pledge (the “Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Agreement, the Articles, and/or that certain Advisory Agreement dated as of March 23, 2023 (the “Advisory Agreement”), among the Company, the Adviser and Invesco Commercial Real Estate Finance Trust Investments, LP, a Delaware limited partnership (the “Operating Partnership”), including to deliver Purchase Notices (as defined below), to receive payment by the Subscriber of the purchase price for the Shares and the Subscriber’s Unused Capital Commitment, and to enforce all remedies against any subscriber (including the Subscriber) that fails to fund its respective Unused Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement and/or pursuant to one or more Purchase Notices), (iv) any account into which the Company and/or the Adviser may direct payment by the Subscriber of the purchase price for the Shares and/or its Unused Capital Commitment, in each case pursuant to a written notice from the Company to the Subscriber of each closing regarding the purchase of an amount of Shares at such closing (each, a “Purchase Notice”) or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”).

b. The Subscriber understands, acknowledges and agrees, in connection with any such Subscription Facility and for the benefit of any lender thereunder, as follows: (i) to the extent publicly available, the Company and/or Adviser may from time to time request the delivery, within one hundred twenty (120) days after the end of the Subscriber’s fiscal year, of a copy of the Subscriber’s annual report, if available, or the Subscriber’s balance sheet as of the end of such fiscal year and the related statements of operations for such fiscal year, prepared or reviewed by independent public accountants in connection with the Subscriber’s annual reporting requirements; (ii) that the Company and/or Adviser may from time to time request, and the Subscriber shall deliver, a certificate confirming the remaining amount of the Subscriber’s Unused Capital Commitment; (iii) that the Subscriber has not and will not pledge, collaterally assign, encumber or otherwise grant a security interest in the Shares or its interest in the Company; (iv) that the Subscriber’s obligation to fund its Unused Capital Commitment in accordance with the terms of this Subscription Agreement and/or the Articles is without defense, counterclaim or offset

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of any kind; and (v) to make such other representations and deliver such documents as the Company, the Adviser and the lender may reasonably request. The Subscriber agrees to comply with such requests. The Subscriber further agrees to deliver, upon the request of the Company, the Adviser or a lender, (1) an investor letter acknowledging its $150,000,000 capital commitment (“Capital Commitment”), Unused Capital Commitment, ownership of the Shares and ownership interest in the Company and the other facts and circumstances described in Section 2.7(c) hereof and (2) an opinion of counsel to the effect that this Subscription Agreement, the Subscriber’s Capital Commitment and all obligations of the Subscriber related thereto and set forth herein and in the Articles are valid and binding.

The Subscriber further understands, acknowledges and agrees that any such lender under a Subscription Facility is relying on each subscriber’s (including the Subscriber’s) Unused Capital Commitment as its primary source of repayment and may issue future Purchase Notices and may exercise all remedies of the Company and/or the Adviser with respect thereto as part of such lender’s remedies under the Subscription Facility.

c. To induce any such lender to enter into a Subscription Facility with the Company and/or certain of its affiliates, the Subscriber hereby: (i) acknowledges that the Company has informed the Subscriber that the Company and/or the Adviser may (x) pledge to a lender the right to issue Purchase Notices and receive all of the Subscriber’s Unused Capital Commitment under this Subscription Agreement to secure all obligations made under the Subscription Facility (collectively, the “Obligations”) and, in connection therewith, grant to such lender the right to issue Purchase Notices when an event of default under such Subscription Facility exists, which the Subscriber shall fund, consistent with the terms hereof and its obligations hereunder and under the Articles and (y) pledge to a lender its interest in this Subscription Agreement to secure the Obligations; (ii) confirms that to the Subscriber’s knowledge, as of the date the Subscriber is admitted to the Company, there is no default, or circumstance which currently does, or with the passage of time or notice would, constitute a default under this Subscription Agreement or the Articles, or constitute a defense to, or right of offset against, the Subscriber’s obligation to fund its Capital Commitment; (iii) acknowledges that any claims that a subscriber (including the Subscriber) may have against the Company and/or the Adviser under this Subscription Agreement, the Articles and/or the Amended and Restated Limited Partnership Agreement of the Operating Partnership, among the Company, as a limited partner, Invesco Commercial Real Estate Finance Trust Investments GP, LLC, a Delaware limited liability company, as general partner, and the other limited partners party thereto from time to time (in each case as may be amended, restated, modified or supplemented from time to time) shall be subordinate to all payments due to the lender under the Subscription Facility; (iv) acknowledges that the Company has informed the Subscriber that for so long as the Subscription Facility is in place, the Adviser and the Company may agree with the lender not to amend, modify, supplement, cancel, terminate, reduce (other than with respect to the funded portion of the Subscriber’s Capital Commitment) or suspend any of the Subscriber’s obligations under this Subscription Agreement or the Articles without the lender’s prior written consent, and that any excuse right with respect to any payment in respect of a Purchase Notice shall not be applicable with respect to any Purchase Notice the purpose of which is to repay amounts due under the Subscription Facility; (v) acknowledges that the Company and/or the Adviser may, pursuant to its authority under this Subscription Agreement, the Articles and/or the Advisory Agreement, instruct the Subscriber to make all future payments to the Company under this Subscription Agreement and the Articles by wire transfer to such account of the Company as the Company and/or the Adviser may specify and in which the lender may maintain a security interest; (vi) confirms that the making and performance of this Subscription Agreement constitute private and commercial acts rather than governmental or public acts, and that neither the Subscriber nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations under this Subscription Agreement or the Articles; (vii) to the extent that the

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Subscriber may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced to claim any such immunity, and to the extent that in any such jurisdiction there may be attributed to the Subscriber such an immunity (whether or not claimed), the Subscriber hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by applicable law; (viii) acknowledges that in the event and to the extent the Subscriber is entitled to request the redemption of its ownership interest in the Company or otherwise withdraw from the Company, prior to the effectiveness of such redemption or withdrawal, the Subscriber shall be obligated to fund such payments in respect of Purchase Notices or otherwise as may be required under the terms of the Subscription Facility as a result of such withdrawal; (ix) acknowledges that the lender under the Subscription Facility has certain consent rights with respect to the transfer of the Subscriber’s ownership interest in the Company, and any such transfer will be subject to (A) the satisfaction of such consent rights, including, if required pursuant to the terms of the Subscription Facility, funding payments in respect of Purchase Notices required to reduce the outstanding amounts under the Subscription Facility resulting from such transfer and (B) any and all other transfer restrictions set forth in this Subscription Agreement and/or the Articles; and (x) acknowledges that the lender under the Subscription Facility is extending credit to the Company and/or certain of its affiliates in reliance on the agreements and acknowledgments of the Subscriber set forth in this Section 2.7 and the Subscriber’s funding of its Unused Capital Commitment in respect of Purchase Notices as such lender’s primary source of repayment. For the avoidance of doubt, all payments in respect of Purchase Notices made by the Subscriber in accordance with this Subscription Agreement for the benefit of the Company’s and/or certain of its affiliates’ Subscription Facility lenders shall constitute payments made in respect of Purchase Notices by the Subscriber for purposes of this Subscription Agreement and the Articles.

d. The Subscriber understands, acknowledges and agrees that, in the event of a failure by any subscriber (including the Subscriber) to pay for any Shares when required under this Subscription Agreement or the Articles or pursuant to a Purchase Notice, the Company, the Adviser and each lender under a Subscription Facility is entitled to pursue any and all remedies available to it under this Subscription Agreement and/or the Articles.

e. Notwithstanding anything herein or in the Articles to the contrary, each lender under a Subscription Facility shall be an express and intended third-party beneficiary of this Subscription Agreement.

3. The parties hereto acknowledge and agree as follows:

3.1 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without giving effect to the conflict of laws provisions therein.

3.2 This Subscription Agreement contains the entire agreement between the Parties with respect to the subject matter thereof and supersedes and replaces any prior written or oral agreements among the Parties in their entirety. The provisions of this Subscription Agreement may not be modified or waived except in a writing signed by both Parties.

3.3 The headings of this Subscription Agreement are for convenience of reference only, and they shall not limit or otherwise effect the interpretation of any term or provision hereof.

3.4 This Subscription Agreement and the rights, powers and duties set forth herein shall, except as set forth herein, bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto. The parties hereto may not assign any of their respective rights or interests in and under this Subscription Agreement without the prior written consent of the other party, and any attempted assignment without such consent shall be void and without effect.

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3.5 If any part of this Subscription Agreement is held by a court of competent jurisdiction to be unenforceable, illegal or invalid, the balance of this Subscription Agreement shall remain in effect and unaffected by such unenforceability, illegality or invalidity.

[Signatures on following page]

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IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the day and year first above written.

INVESCO REALTY, INC.
By:	/s/ Beth A. Zayicek
Name: Beth A. Zayicek
Title: Vice President

ACCEPTED, as of the 23^rd day of March 2023, by

INVESCO COMMERCIAL REAL ESTATE
FINANCE TRUST, INC.
By:	/s/ Beth A. Zayicek
Name: Beth A. Zayicek
Title: Chief Operating Officer

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ANNEX A

Disqualifying Events

Any of the following constitute a “Disqualifying Event” under Rule 506(d) of Regulation D:

1. Criminal convictions within the last 10 years (or five years, in the case of issuers, their predecessors and affiliated issuers) (a) in connection with the purchase or sale of any security; (b) involving the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”); or (c) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities.

2. Court orders, judgments, or decrees entered within the past five years that restrain or enjoin the Subscriber from engaging in any conduct or practice: (a) in connection with the purchase or sale of any security; (b) involving the making of a false filing with the SEC; or (c) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities.

3. Final orders of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that either:

3.1 bar the Subscriber from (1) associating with an entity regulated by such commission, authority, agency, or officer; (2) engaging in the business of securities, insurance, or banking; or (3) engaging in savings association or credit union activities; or

3.2 constitute a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past 10 years.

4. SEC disciplinary orders that (a) suspend or revoke the Subscriber’s registration as a broker, dealer, municipal securities dealer, or investment adviser; (b) limit the activities, functions, or operations of the Subscriber; or (c) bar the Subscriber from being associated with any entity or participating in the offering of any penny stock.

5. SEC cease-and-desist orders entered within the past five years that relate to the violation or future violation of (a) any anti-fraud provision of the federal securities laws or any rule or regulation thereunder that requires a particular intention, state of mind, or scienter; or (b) the requirement to register offerings of securities with the SEC under Section 5 of the Securities Act.

6. Suspension of, or expulsion from, membership in a securities self-regulatory organization (“SRO”) or from association with a member of a securities SRO (such as a U.S. registered national securities exchange or national securities association) for any act or omission constituting conduct inconsistent with just and equitable principles of trade.

7. SEC refusal or stop orders within the past five years applicable to a registration statement under the Securities Act (and orders suspending a Regulation A exemption for an offering statement) filed by the Subscriber (as a registrant or issuer) or in which the Subscriber was an underwriter, as well as pending investigations or proceedings to determine whether any such order should be issued.

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8. U.S. Postal Service (“USPS”) false representation orders or any temporary restraining orders or preliminary injunctions within the past five years concerning conduct alleged by the USPS to constitute a scheme for obtaining money or property through the mail by false representations.

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EX-10.6

Exhibit 10.6

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

2023 EQUITY INCENTIVE PLAN

1. Purpose

The purpose of the Invesco Commercial Real Estate Finance Trust, Inc. 2023 Equity Incentive Plan (the “Plan”) is to give Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company, Participating Companies, and any Affiliates with a long-term incentive plan providing incentives directly linked to Stockholder value.

2. Effective Date and Term of Plan

The Plan was adopted by the Board on March 23, 2023 and is effective as of the date that it is approved by the Stockholders of the Company (the “Effective Date”). Awards may be granted under the Plan until the date that is ten (10) years after the Effective Date, unless the Plan is discontinued earlier pursuant to Section 14.

3. Types of Awards

Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards may be granted under the Plan.

4. Definitions

Except as otherwise specifically provided in an Award Agreement, each capitalized word, term or phrase used in the Plan shall have the meaning set forth in this Section 4 or, if not defined in this Section, the first place that it appears in the Plan.

“Adviser” means Invesco Advisers, Inc. the Company’s adviser.

“Affiliate” means a corporation or other entity controlled by, controlling or under common control with, the Company; provided, however, that solely for purposes of determining whether a Participant has a Termination of Service that is a “separation from service” within the meaning of Section 409A of the Code, an “Affiliate” of a corporation or other entity means all other entities with which such corporation or other entity would be considered a single employer under Sections 414(b) or 414(c) of the Code.

“Applicable Exchange” means the New York Stock Exchange or such other securities exchange, if any, as may at the applicable time be the principal market for the Shares.

“Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award granted pursuant to the terms of the Plan.

“Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award and any addendum thereto.

“Beneficiary” means the person(s) or trust(s) entitled by will or the laws of descent and distribution to receive any amounts payable or exercise any applicable rights under the Participant’s Awards after the Participant’s death.

“Board” means the Board of Directors of the Company.

“Cause” means, with respect to a Participant, (i) if such Participant is a party to an Individual Agreement at the time of the Termination of Service that defines such term (or word(s) of similar meaning), the meaning given in such Individual Agreement or (ii) if there is no such Individual Agreement or if it does not define Cause (or word(s) of similar meaning): (A) the Participant’s plea of guilty or nolo contendere to, or conviction of, (1) a felony (or its equivalent in a non-United States jurisdiction) or (2) other conduct of a criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of the Company, Participating Company, or any Affiliates, as determined by the Committee in its sole discretion, or that legally prohibits the Participant from working for the Company, Participating Company, or any Affiliates; (B) a breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to the Company, Participating Company, or any Affiliates in any material respect; (C) the Participant’s failure, in each case in any material respect, to (1) perform the Participant’s employment duties, (2) comply with the applicable policies of the Company, Participating Company, or any Affiliates, (3) follow reasonable directions received from the Company, Participating Company, or any Affiliates or (4) comply with covenants contained in any Individual Agreement or Award Agreement to which the Participant is a party; or (D) with respect to Participants employed outside of the United States, such other definition as may be codified under local laws, rules and regulations. With respect to a Participant’s termination of directorship, “Cause” shall include only an act or failure to act that constitutes cause for removal of a director under the Company’s bylaws.

“Change in Control” means any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (A) the then outstanding shares of the Company (the “Outstanding Company Shares”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) during any period of twelve (12) consecutive months, individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s Stockholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (each, a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares and the

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combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan or related trust of the Company or of such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Corporate Transaction and (C) at least a majority of the members of the board of directors of the corporation (or other governing board of a non-corporate entity) resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or

(iv) approval by the Stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, an event described above shall be a Change in Control with respect to an Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code only if such event is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor section, regulations and guidance.

“Committee” means the Compensation Committee of the Board, if any such committee is ever established, or such other committee or subcommittee of the Board as may be appointed by the Board to act as the Committee under the Plan. If at any time there is no such Compensation Committee or other committee or subcommittee appointed by the Board, or the Board determines to act as the administrator of the Plan, the Board shall be the Committee and all references herein to “Committee” shall be deemed to refer to the Board. The Committee, if any, shall consist of two or more directors, each of whom is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. Any member of the Committee who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be considered a member of the Committee to the extent required to comply with Rule 16b-3 of the Exchange Act.

“Disability” means, with respect to a Participant, (i) a “disability” (or words of similar meaning) as defined in any Individual Agreement to which the Participant is a party or (ii) if there is no such Individual Agreement or it does not define “disability” (or words of similar meaning): (A) a permanent and total disability as determined under the long-term disability plan applicable to the Participant; (B) if there is no such plan applicable to the Participant, “Disability” as determined by the Committee in its sole discretion; or (C) with respect to Participants employed outside the United States, such other definition as may be codified under local laws, rules and regulations. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition. Notwithstanding the foregoing, with respect to an Incentive Stock Option, “Disability” shall mean a

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“Permanent and Total Disability” as defined in Section 22(e)(3) of the Code and, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Disability” shall mean a “disability” as defined under Section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Disaffiliation” means an Affiliate’s or business division’s ceasing to be an Affiliate or business division for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Affiliate or a sale of a business division of the Company).

“Eligible Individuals” means non-employee directors, officers, employees and consultants of the Company or any of its Affiliates, including a Participating Company, and prospective officers, employees and consultants who have accepted offers of employment or consultancy from a Company Affiliate or a Participating Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section of the Exchange Act shall be deemed to include such regulations and guidance issued thereunder, as well as any successor section, regulations and guidance.

“Fair Market Value” means, unless otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares are not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares are traded, all as reported by such source as the Committee may select. If the Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion.

“Good Reason” means, with respect to a Participant, during the twenty-four (24) month period following a Change in Control, actions taken by the Company, Participating Company, or any Affiliates resulting in a material negative change in the employment relationship of the Participant who is an officer or an employee including, without limitation:

(i) the assignment to the Participant of duties materially inconsistent with the Participant’s position (including status, titles and reporting requirements), authority, duties or responsibilities, or a material diminution in such position, authority, duties or responsibilities, in each case from those in effect immediately prior to the Change in Control;

(ii) a material reduction of the Participant’s aggregate annual compensation, including, without limitation, base salary and annual bonus opportunity, from that in effect immediately prior to the Change in Control;

(iii) a change in the Participant’s principal place of employment that increases the Participant’s commute by forty (40) or more miles or materially increases the time of the Participant’s commute as compared to the Participant’s commute immediately prior to the Change in Control; or

(iv) any other action or inaction that constitutes a material breach by the Company, Participating Company, or any Affiliates of any Individual Agreement.

In order to invoke a Termination of Service for Good Reason, a Participant must provide written notice to the Company, Participating Company, or any Affiliates with respect to which the Participant is employed or providing services of the existence of one or more of the conditions constituting Good Reason within ninety (90) days following the Participant’s knowledge of the initial existence of such condition or

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conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company, Participating Company, or any Affiliate fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s Termination of Service must occur, if at all, within ninety (90) days following such Cure Period in order for such termination as a result of such condition to constitute a Termination of Service for Good Reason.

“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award, establishes the number of Shares to be subject to such Award and, in the case of an Option or Stock Appreciation Right, establishes the exercise price of such Award or (ii) such later date as the Committee shall provide in such resolution.

“Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of the Code.

“Individual Agreement” means a written employment, consulting or similar agreement between a Participant and the Company, Participating Company, or any Affiliates.

“ISO Eligible Employees” means an employee of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code) or parent corporation (within the meaning of Section 424(e) of the Code), or Participating Company.

“Nonqualified Option” means any Option that is not an Incentive Stock Option.

“Option” means an Incentive Stock Option or Nonqualified Option granted under Section 8.

“Other Stock-Based Award” means an Award of Shares or any other Award that is valued in whole or in part by reference to, or is otherwise based upon, Shares, including (without limitation) unrestricted stock, dividend equivalents and convertible debentures.

“Participant” means an Eligible Individual to whom an Award is or has been granted and who has accepted the terms and conditions of the Plan as set forth in Section 5(f) hereof.

“Participating Company” means the Company, the Subsidiaries, the Adviser and any of their respective Affiliates, which with the consent of the Board participates in the Plan.

“Performance Goals” means the performance goals established by the Committee in connection with the grant of Awards.

“Restricted Stock” means an Award granted under Section 9.

“Restricted Stock Unit” means an Award granted under Section 10.

“Restriction Period” means, with respect to Restricted Stock and Restricted Stock Units, the period commencing on the date of such Award to which any vesting restrictions apply and ending upon the expiration of any applicable vesting conditions and/or the achievement of any applicable Performance Goals (it being understood that the Committee may provide that restrictions shall lapse with respect to portions of the applicable Award during the Restriction Period and that Awards may be granted without any vesting conditions or Performance Goals).

“Share” or “Shares” means any class of shares of common stock, par value $0.01 per share, of the Company or such other equity securities that may become subject to an Award.

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“Stockholder” has the meaning set forth in the Maryland General Corporation Law.

“Stock Appreciation Right” means an Award granted under Section 8(b).

“Subsidiary” means any corporation, partnership, limited liability company or other entity at least 50% of the economic interest in the equity of which is owned, directly or indirectly, by the Company or by another subsidiary.

“Term” means the maximum period during which an Option, Stock Appreciation Right or, if applicable, Other Stock-Based Award may remain outstanding as specified in the applicable Award Agreement.

“Termination of Service” means the termination of the Participant’s employment or consultancy with, or performance of services (including as a director) for, the Company, a Participating Company, and any Affiliates or, in the case of a director, when a director no longer holds office as a director of the Company. For Participants employed outside the United States, the date on which such Participant incurs a Termination of Service shall be the earlier of (i) the last day of the Participant’s active service with the Company, a Participating Company, and any Affiliates or (ii) the last day on which the Participant is considered an employee of the Company, a Participating Company, and any Affiliates, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company, a Participating Company, and any Affiliates shall not be considered Terminations of Service. With respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder. A Participant has a separation from service within the meaning of Section 409A of the Code if the Participant terminates employment with the Company, Participating Company and any Affiliates for any reason. A Participant will generally be treated as having terminated employment with the Company, Participating Company, and any Affiliates as of a certain date if the Participant and the Company, Participating Company, or Affiliate that employs the Participant reasonably anticipate that the Participant will perform no further services for the Company, Participating Company, or any Affiliate after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee or an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services if the Participant has been providing services for fewer than thirty-six (36) months); provided, however, that the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six (6) months or, if longer, so long as the Participant retains the right to reemployment with the Company, Participating Company, or any Affiliate.

5. Administration

(a) Committee. The Plan shall be administered by the Committee. The Committee shall, subject to Section 13, have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee in its sole discretion shall have the authority, subject to the terms and conditions of the Plan:

(i) to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii) to determine whether and to what extent Awards are to be granted hereunder;

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(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine, and to approve the form of Award Agreement and any related addendum;

(v) to adopt sub-plans and special provisions applicable to Awards granted to Participants employed outside of the United States, which sub-plans and special provisions may take precedence over other provisions of the Plan, and to approve the form of Award Agreement and any related addendum as may be applicable to such Awards;

(vi) subject to Sections 6(e), 8(e), 13 and 14, to modify, amend or adjust the terms and conditions of any Award;

(vii) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(viii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto);

(ix) subject to Section 13, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee determines;

(x) to decide all other matters to be determined in connection with an Award;

(xi) to determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant;

(xii) to establish any “blackout” period that the Committee deems necessary or advisable; and

(xiii) to otherwise administer the Plan.

(b) Delegation of Authority. To the extent permitted under applicable law and Section 13, the Committee may delegate any of its authority to administer the Plan to any person or persons selected by the Committee, including one or more members of the Committee, and such person or persons shall be deemed to be the Committee with respect to, and to the extent of, its or their authority.

(c) Procedures.

(i) The Committee may act by a majority of its members and, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 13, through any person or persons to whom it has delegated its authority pursuant to Section 5(b).

(ii) Any authority granted to the Committee may also be exercised by the independent directors of the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

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(d) Discretion of Committee and Binding Effect. Any determination made by the Committee or an appropriately delegated person or persons with respect to the Plan or any Award shall be made in the sole discretion of the Committee or such delegate, including, without limitation, any determination involving the appropriateness or equitableness of any action, unless in contravention of any express term of the Plan. All decisions made by the Committee or any appropriately delegated person or persons shall be final and binding on all persons, including the Company, Participants and Eligible Individuals. Notwithstanding the foregoing, following a Change in Control, any determination by the Committee as to whether “Cause” or “Good Reason” exists shall be subject to de novo review.

(e) Cancellation or Suspension. Notwithstanding any other terms of the Plan (other than Section 8(d)), an Award Agreement or an Award, the Committee or an appropriately delegated person or persons, in its or their sole discretion, shall have full power and authority to determine whether, to what extent and under what circumstances any Award or any portion thereof shall be cancelled or suspended and may cancel or suspend any Award or any portion thereof. Without in any way limiting the generality of the preceding sentence, the following are examples, without limitation, of when all or any portion of an outstanding Award to any Participant may be canceled or suspended: (1) in the sole discretion of the Committee or any appropriately delegated person or persons, a Participant materially breaches (A) any duties of Participant’s employment (whether express or implied), including without limitation Participant’s duties of fidelity, good faith and exclusive service, (B) any general terms and conditions of Participant’s employment such as an employee handbook or guidelines, (C) any policies and procedures of the Company, Participating Company, or any Affiliates applicable to the Participant, or (D) any other agreement regarding Participant’s employment with the Company, Participating Company, or any Affiliates, or (2) without the prior written explicit consent of the Committee or any appropriately delegated person or persons (which consent may be granted or denied in the sole discretion of the Committee or such person or persons), a Participant, while employed by, or providing services to, the Company, Participating Company, or any Affiliates, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion), any business that is in competition with the Company, Participating Company, or any Affiliates or with any business in which the Company, Participating Company, or any Affiliates has a substantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion.

(f) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (including electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. Except (i) as otherwise specified by the Committee, in its sole discretion, (ii) as otherwise provided in the Award Agreement, or (iii) in the case of non-executive directors who may not be required to sign or accept an Award, an Award shall not be effective unless the Award Agreement is signed or otherwise accepted by the Participant receiving the Award (including by electronic signature or acceptance). The Committee, in its sole discretion, may deliver any documents related to an Award or Award Agreement by electronic means. Award Agreements may be amended only in accordance with Section 14.

6. Shares Subject to Plan

(a) Plan Maximums. Subject to adjustment as described in Section 6(e), the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be 1.1 million shares.

(b) Individual and Award Limits. Subject to adjustment as described in Section 6(e),

(i) the maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options shall be 20,000 Shares; and

(ii) the maximum number of Shares that may underlie any Options or warrants granted under the Plan to the Adviser, members of the Board, the Sponsor or any Affiliate thereof shall not exceed, in the aggregate, an amount equal to ten percent (10%) of the outstanding Shares as of the date of any such grant.

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(c) Source of Shares. Shares subject to Awards under the Plan may be authorized but unissued Shares or, if required by local law, Shares delivered from a trust established pursuant to applicable law.

(d) Rules for Calculating Shares Issued; No “Share Recycling” for Options or Stock Appreciation Rights. Shares that are subject to Awards granted under the Plan shall be deemed not to have been issued for purposes of the Plan maximums set forth in Sections 6(a) and 6(b) to the extent that:

(i) the Award is forfeited or canceled or the Award terminates, expires or lapses for any reason without Shares having been delivered;

(ii) the Award is settled in cash; or

(iii) the Shares are withheld by the Company to satisfy all or part of any tax withholding obligation related to an Award of Restricted Stock or an Award of a Restricted Stock Unit.

Shares that are tendered or withheld by the Company in payment of the exercise price of Options or Stock Appreciation Rights or to satisfy all or part of any tax withholding obligation related to such an Option or Stock Appreciation Right shall be counted as Shares that were issued. For the avoidance of doubt, Shares subject to an Option or a Stock Appreciation Right issued under the Plan that are not issued in connection with the stock settlement of that Option or Stock Appreciation Right upon its exercise shall not again become available for Awards or increase the number of Shares available for grant.

(e) Adjustment Provision.

(i) In the event of a merger, consolidation, stock rights offering, liquidation, or similar event affecting the Company, a Participating Company, or any Affiliates (each, a “Corporate Event”) or a stock dividend, stock split, reverse stock split, separation, spinoff, Disaffiliation, reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), the Committee or the Board shall make such equitable and appropriate substitutions or adjustments to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 6(a) and 6(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards and (D) the exercise price of outstanding Awards.

(ii) In the case of Corporate Events, such adjustments may include, without limitation, (A) the cancellation of outstanding Awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Event with respect to which Stockholders receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Event over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid), and (B) the substitution of securities or other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards.

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(iii) In connection with any Disaffiliation, separation, spinoff, or other similar event, the Committee or the Board may arrange for the assumption of Awards, or replacement of Awards with new awards based on securities or other property (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Affiliate (or Participating Company) or business division or by the entity that controls such Affiliate (or Participating Company) or business division following such event (as well as any corresponding adjustments to Awards that remain based upon Company securities). Such replacement with new awards may include revision of award terms reflective of circumstances associated with the Disaffiliation, separation, spinoff or other similar event.

(iv) The Committee may, in its discretion, adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other Company filings with the Securities and Exchange Commission. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, Participating Company, or the applicable Affiliate, business division or other operational unit of, or the manner in which any of the foregoing conducts its business, or other events or circumstances render the Performance Goals to be unsuitable, the Committee may modify such Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.

(f) Section 409A. Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 6(e) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; (ii) any adjustments made pursuant to Section 6(e) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code; and (iii) in any event, neither the Committee nor the Board shall have the authority to make any adjustments pursuant to Section 6(e) to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A of the Code at the Grant Date to be subject thereto.

7. Eligibility and Participation

Awards may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to ISO Eligible Employees.

8. Options and Stock Appreciation Rights

(a) Options. An Option is a right to purchase a specified number of Shares at a specified price that continues for a stated period of time. Options granted under the Plan may be Incentive Stock Options or Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.

(b) Stock Appreciation Rights. A Stock Appreciation Right is a right to receive upon exercise of the Stock Appreciation Right an amount in cash, Shares or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price per Share subject to the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

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(c) Award Agreement. Each grant of an Option and Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify Grant Date, the exercise price, the term, vesting schedule, and such other provisions as the Committee shall determine.

(d) Exercise Price; Not Less Than Fair Market Value. The exercise price per Share subject to an Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except as provided under Section 6(e) or with respect to Options or Stock Appreciation Rights that are granted in substitution of similar types of awards of a company acquired by the Company, Participating Company, or an Affiliate or with which the Company, Participating Company, or an Affiliate combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such awards.

(e) Prohibition on Repricing; No Cash Buyouts. Except as provided in Section 6(e) relating to adjustments due to certain corporate events, the exercise price of outstanding Options or Stock Appreciation Rights may not be amended to reduce the exercise price of such Options or Stock Appreciation Rights, nor may outstanding Options or Stock Appreciation Rights be canceled in exchange for (i) cash, (ii) Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original outstanding Options or Stock Appreciation Rights or (iii) other Awards, unless in each case such action is approved by the Company’s Stockholders.

(f) Prohibition on Reloads. Options or Stock Appreciation Rights shall not be granted under the Plan that contain a reload or replenishment feature pursuant to which a new Option or Stock Appreciation Right would be granted upon receipt or delivery of Shares to the Company in payment of the exercise price or any tax withholding obligation under any other stock option, stock appreciation right or other Award.

(g) Term. The term of an Option or Stock Appreciation Right shall be determined by the Committee; provided, however, such term shall not exceed ten (10) years.

(h) Accelerated Expiration Date. Unless the Committee specifies otherwise in the applicable Award Agreement, an Option or Stock Appreciation Right granted under the Plan will expire upon the earliest to occur of the following:

(i) The original expiration date of the Option or Stock Appreciation Right;

(ii) Death. The one-year anniversary of the Participant’s death;

(iii) Disability. The one-year anniversary of the Participant’s termination of employment with the Company and all Related Companies due to Disability;

(iv) Termination of Employment. The date of the Participant’s termination of employment with the Company and all Related Companies for any reason other than death or Disability. Provided, however, that if the Participant is terminated by the Company other than for Cause or unsatisfactory performance, then 60 days following the Participant’s termination of employment

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(i) Vesting. Options and Stock Appreciation Rights shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.

(j) Method of Exercise and Payment. Subject to the provisions of this Section 8 and the terms of the applicable Award Agreement, Options and Stock Appreciation Rights may be exercised, in whole or in part, by giving written (including electronic) notice of exercise specifying the number of Shares as to which such Options or Stock Appreciation Rights are being exercised and paying, or making arrangements satisfactory to the Company for the payment of, all applicable taxes pursuant to Section 16(d).

In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the exercise price by (i) certified or bank check (ii) delivery of unrestricted Shares of the same class as the Shares subject to the Option already owned by the Participant (based on the Fair Market Value of the Shares on the date the Option is exercised), provided that the Shares have been held by the Participant for such period as may established by the Committee to comply with applicable law or (iii) such other method as the Committee shall permit in its sole discretion (including a broker-assisted cashless exercise or netting of Shares).

(k) No Stockholder Rights. Except as otherwise provided in the applicable Award Agreement, a Participant shall have no right to dividends or any other rights as a Stockholder with respect to Shares subject to an Option or Stock Appreciation Right until such Shares are issued to the Participant pursuant to the terms of the Award Agreement.

9. Restricted Stock

(a) Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares that are issued to a Participant and may be subject to forfeiture under certain circumstances and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.

(b) Award Agreement. Each grant of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Grant Date, any period of restriction, the number of shares of Restricted Stock, vesting schedule, and such other provisions as the Committee shall determine.

The Committee may, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock upon (A) the continued service of the Participant, (B) the attainment of Performance Goals or (C) the attainment of Performance Goals and the continued service of the Participant. Any conditions for grant or vesting (if any) and the other provisions of Restricted Stock Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant. The conditions for grant or vesting (if any) and the other provisions of Restricted Stock Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant.

(c) Vesting.

(i) Generally. Shares of Restricted Stock shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The Committee shall, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock upon such terms as outlined in the Award Agreement.

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For purposes of an Award to a Non-Executive Director that is granted as of the date of the annual meeting of stockholders, a vesting period shall be deemed to be one year if it runs from the date of one annual meeting of stockholders to the next annual meeting of stockholders provided that such next meetings are at least 50 weeks apart.

(ii) Accelerated Vesting. Unless the Committee specifies otherwise in the applicable Award Agreement, in the event of the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, a Change of Control as outlined in Section 12 of this Plan, or special circumstances determined by the Committee, an Award of Restricted Stock shall vest as of the termination of employment.

(d) Restricted Shares Non-Transferrable. Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.

(e) Rights of a Stockholder. Except as otherwise provided in this Section 9 or in the applicable Award Agreement, the Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a Stockholder of the Company holding the class or series of Shares that is the subject of the Restricted Stock, including, if applicable, voting and dividend rights.

(f) Dividends. Except as otherwise provided in the applicable Award Agreement, cash dividends with respect to the Restricted Stock will be currently paid to the Participant and, subject to Section 16(e) of the Plan, dividends payable in Shares shall be paid in the form of Restricted Stock of the same class as the Shares with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock. If any Shares of Restricted Stock are forfeited, the Participant shall have no right to future cash dividends with respect to such Restricted Stock, withheld stock dividends or earnings with respect to such Shares of Restricted Stock.

(g) Delivery of Shares. If and when any applicable Performance Goals are satisfied and/or any Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock, unrestricted Shares shall be delivered to the Participant as soon as administratively practicable.

(h) Termination of Service. Except as otherwise provided in the applicable Award Agreement, a Participant’s Shares of Restricted Stock shall be forfeited upon his or her Termination of Service.

10. Restricted Stock Units

(a) Nature of Awards. Restricted Stock Units represent a contractual obligation by the Company to deliver a number of Shares, an amount in cash or a combination of Shares and cash equal to the specified number of Shares subject to the Award, or the Fair Market Value thereof, in accordance with the terms and conditions set forth in the Plan and any applicable Award Agreement.

(b) Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Grant Date, the period of restriction, the number of Restricted Stock Units, vesting schedule, and such other provisions as the Committee shall determine. The Committee may, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock Units upon (A) the continued service of the Participant, (B) the attainment of Performance Goals or (C) the attainment of Performance Goals and the continued service of the Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including, without limitation, any applicable Performance Goals) need not be the same with respect to each recipient.

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(c) Vesting.

(i) Generally. Restricted Stock Units shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The Committee shall, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock Units upon such terms as outlined in the Award Agreement.

For purposes of an Award to a Non-Executive Director that is granted as of the date of the annual meeting of stockholders, a vesting period shall be deemed to be one year if it runs from the date of one annual meeting of stockholders to the next annual meeting of stockholders provided that such next meetings are at least 50 weeks apart.

(ii) Accelerated Vesting. Unless the Committee specifies otherwise in the applicable Award Agreement, in the event of the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, a Change of Control as outlined in Section 12 of this Plan, or special circumstances determined by the Committee, an Award of Restricted Stock Units shall vest as of the termination of employment.

(d) Dividend Equivalents. The Committee may, in its discretion, provide for current or deferred payments of cash, Shares or other property corresponding to the dividends payable on the Shares (subject to Section 16(e) below), as set forth in an applicable Award Agreement. If a Participant’s Restricted Stock Units are forfeited, the Participant shall have no right to future dividend equivalents with respect to such Restricted Stock Units, withheld stock dividends or earnings with respect to such Restricted Stock Units.

(e) Termination of Service. Except as otherwise provided in the applicable Award Agreement, a Participant’s Restricted Stock Units shall be forfeited upon his or her Termination of Service.

(f) Payment. Except as otherwise provided in the applicable Award Agreement, Shares, cash or a combination of Shares and cash, as applicable, payable in settlement of Restricted Stock Units shall be delivered to the Participant as soon as administratively practicable after the date on which payment is due under the terms of an Award Agreement.

(g) No Stockholder Rights. Except as otherwise provided in the applicable Award Agreement, a Participant shall have no rights as a Stockholder with respect to Shares subject to Restricted Stock Units until such Shares are issued to the Participant pursuant to the terms of the Award Agreement.

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11. Other Stock-Based Awards

(a) Generally. Other Stock-Based Awards may be granted under the Plan; provided, that any Other Stock-Based Awards that are Awards of Shares that are unrestricted or with a minimum vesting schedule of less than one year shall only be granted in lieu of other compensation due and payable to the Participant. Notwithstanding the foregoing, no more than 5% of the Shares authorized to grant under Section 6 may be granted with a minimum vesting schedule of less than one year

12. Change in Control Provisions

The provisions of this Section 12 shall apply in the case of a Change in Control, unless otherwise provided in the applicable Award Agreement or any other provision of the Plan.

(a) Awards Not Assumed, Etc. in Connection with Change of Control. Upon the occurrence of a transaction that constitutes a Change in Control, if any Awards are not assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then such Awards shall vest immediately at 100 percent (100%) before the Change in Control.

(b) Awards Assumed, Etc. in Connection with Change of Control. Upon the occurrence of a transaction that constitutes a Change in Control, with respect to any Awards that are assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then, in the event of a Participant’s Termination of Service during the twenty-four (24) month period following such Change in Control, (x) by the Company other than for Cause or unsatisfactory performance, or (y) by the Participant for Good Reason:

(i) each outstanding Award shall be deemed to satisfy any applicable Performance Goals at 100 percent (100%) as set forth in the applicable Award Agreement;

(ii) any Options and Stock Appreciation Rights outstanding which are not then exercisable and vested shall become fully exercisable and vested. Any such Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remain outstanding as of the date of such Termination of Service may thereafter be exercised until the earlier of the third anniversary of such Change in Control and the last date on which such Option or Stock Appreciation Right would have been exercisable in the absence of this Section 12(b)(ii) (taking into account the applicable terms of any Award Agreement);

(iii) the restrictions and deferral limitations applicable to any Shares of Restricted Stock shall lapse and such Shares of Restricted Stock shall become free of all restrictions and become fully vested and transferable;

(iv) all Restricted Stock Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse, and any Restriction Period shall terminate, and such Restricted Stock Units shall be settled in cash or Shares (consistent with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the Shares) as promptly as is practicable; and

(v) subject to Section 14, the Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes.

(c) 409A Matters. Notwithstanding the foregoing, if any Award to a Participant who is subject to U.S. income tax is considered a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, this Section 12 shall apply to such Award only to the extent that its application would not result in the imposition of any tax or interest or the inclusion of any amount in income under Section 409A of the Code.

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(d) Other. In the event of a Change in Control, the Committee may in its discretion and upon at least ten (10) days’ advance notice to the affected Participants, cancel any outstanding Awards and pay to the holders thereof, in cash or Shares, or any combination thereof, the value of such Awards based upon the price per Share received or to be received by other Stockholders of the Company as a result of the Change in Control.

13. Section 16(b); Section 409A

(a) Section 16(b).

(i) The provisions of the Plan are intended to ensure that transactions under the Plan are not subject to (or are exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act and shall be construed and interpreted in a manner so as to comply with such rules.

(ii) Notwithstanding any other provision of the Plan to the contrary, if for any reason the appointed Committee does not meet the requirements of Rule 16b-3 of the Exchange Act, such noncompliance with the requirements of Rule 16b-3 of the Exchange Act shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

(b) Section 409A. It is the intention of the Company that any Award to a Participant who is subject to U.S. income tax that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code shall comply in all respects with the requirements of Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder, and the terms of each such Award shall be interpreted, administered and deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding the foregoing, neither the Company, a Participating Company, nor any of its Affiliates nor any of its or their directors, officers, employees, agents or other service providers will be liable for any taxes, penalties or interest imposed on any Participant, Beneficiary or other person with respect to any amounts paid or payable (whether in cash, Shares or other property) under any Award, including any taxes, penalties or interest imposed under or as a result of Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award to any Participant who is subject to U.S. income tax that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code:

(i) any payments (whether in cash, Shares or other property) to be made with respect to the Award upon the Participant’s Termination of Service that would otherwise be paid within six (6) months after the Participant’s Termination of Service shall be accumulated (without interest, to the extent applicable) and paid on the first (1^st) day of the seventh (7^th) month following the Participant’s Termination of Service if the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the uniform policy adopted by the Committee with respect to all of the arrangements subject to Section 409A of the Code maintained by the Company, a Participating Company and any Affiliates); and

(ii) any payment to be made with respect to an Award of Restricted Stock Units shall be delivered no later than sixty (60) days after the date on which payment is due under the Award or as otherwise permitted under Treasury Regulations section 1.409A-3(g) for any portion of the payment subject to a dispute.

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14. Amendment and Discontinuance

(a) Amendment and Discontinuance of the Plan. The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of a Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law or Applicable Exchange rule or to prevent adverse tax or accounting consequences to the Company or Participants. Notwithstanding the foregoing, no such amendment shall be made without the approval of the Company’s Stockholders (i) to the extent such approval is required (A) by applicable law or Applicable Exchange rule as in effect as of the date hereof or (B) under applicable law or Applicable Exchange rule as may be required after the date hereof, (ii) to the extent such amendment would materially increase the benefits accruing to Participants under the Plan, (iii) to the extent such amendment would materially increase the number of securities which may be issued under the Plan or to a Participant or (iv) to the extent such amendment would materially expand the eligibility for participation in the Plan.

(b) Amendment of Awards. Subject to Section 8(d), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall materially impair the rights of any Participant with respect to an Award without the Participant’s consent, except such an amendment made to cause the Plan or Award to comply with applicable law, Applicable Exchange rule or to prevent adverse tax or accounting consequences for the Participant or the Company, a Participating Company, or any Affiliates.

15. Unfunded Status of Plan

It is currently intended that the Plan constitute an “unfunded” plan. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

16. General Provisions

(a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates or book entry for such Shares may include any legend or appropriate notation that the Committee deems appropriate to reflect any restrictions on transfer, and the Committee may take such other steps as it deems necessary or desirable to restrict the transfer of Shares issuable under the Plan to comply with applicable law or Applicable Exchange rules. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver Shares under the Plan unless such issuance or delivery complies with all applicable laws, rules and regulations, including the requirements of any Applicable Exchange or similar entity and the Company has obtained any consent, approval or permit from any federal, state or foreign governmental authority that the Committee determines to be necessary or advisable.

(b) Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company, Participating Company, or any Affiliate from adopting other or additional compensation arrangements for its employees.

(c) No Contract of Employment. Neither the Plan nor any Award Agreement shall constitute a contract of employment, and neither the adoption of the Plan nor the granting of any Award shall confer upon any employee any right to continued employment. Neither the Plan nor any Award Agreement shall interfere in any way with the right of the Company, a Participating Company, or any Affiliate to terminate the employment of any employee at any time.

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(d) Required Taxes; No Tax Gross Ups. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, Participating Company, and any Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares. Regardless of any arrangements made by the Company, Participating Company, any Affiliate or the Committee with respect to the withholding or other payment of any federal, state, local or foreign taxes of any kind, the liability for all such taxes legally due from a Participant remains the responsibility of the Participant. By accepting an Award, a Participant consents to the methods of tax withholding established by the Committee or otherwise made or arranged by the Company.

(e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 6 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 16(e).

(f) Rights of a Beneficiary. Any amounts payable and any rights exercisable under an Award after a Participant’s death shall be paid to and exercised by the Participant’s Beneficiary, except to the extent prohibited by applicable law, Applicable Exchange rule or the terms of an applicable Award Agreement.

(g) Affiliate Employees. In the case of a forfeiture or cancellation of an Award to an employee of any Affiliate, all Shares underlying such Awards shall revert to the Company.

(h) Governing Law and Interpretation. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to principles of conflict of laws. The captions of the Plan are not part of the provisions hereof and shall have no force or effect.

(i) Non-Transferability. Awards under the Plan cannot be sold, assigned, transferred, pledged or otherwise encumbered other than by will or the laws of descent and distribution, except as provided in Section 6(e).

(j) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are employed outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) tax, legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan. Notwithstanding any other provision of the Plan, Awards to Participants who are employed and/or otherwise subject to the laws of a jurisdiction outside of the United States shall be subject to such terms and conditions as the Committee shall establish and set forth in an applicable Award Agreement, including any addendum thereto.

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(k) Use of English Language. The Plan, each Award Agreement, and all other documents, notices and legal proceedings entered into, given or instituted pursuant to an Award shall be written in English, unless otherwise determined by the Committee. If a Participant receives an Award Agreement, a copy of the Plan or any other documents related to an Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the English version shall control.

(l) Recovery of Amounts Paid. All Awards granted under the Plan shall be subject to any policy established by the Committee under which the Company may recover from current and former Participants any amounts paid or Shares issued under an Award and any proceeds therefrom. The Committee may apply such policy to Awards granted before the policy is adopted to the extent required by applicable law or Applicable Exchange rule or as otherwise provided by such policy.

(m) Notices. A notice or other communication to the Committee shall be valid only if given in the form and to the location specified by the Committee.

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EX-10.7

Exhibit 10.7

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

2023 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT FOR NON-EXECUTIVE DIRECTORS

This Restricted Stock Award Agreement (this “Award Agreement”) sets forth the terms of an Award of Shares granted to you by Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) pursuant to Section 9 of the Invesco Commercial Real Estate Finance Trust, Inc. 2023 Equity Incentive Plan (the “Plan”). (All capitalized terms used but not defined herein have the meanings given them in the Plan.)

Participant Name: _______________________________________________
Grant Date:	___________ Number of Restricted Shares: _________

1. Vesting: Subject to the conditions of the Plan and this Award Agreement, the Company hereby grants to you the number of Restricted Shares set forth above, which shall become vested and non-forfeitable as of the first anniversary of the Grant Date. This Award of Shares is granted to you as part of your compensation as a non-executive director of the Company.

2. Plan Controls; Restricted Shares. In consideration of this Award, you hereby promise to honor and to be bound by the Plan and this Award Agreement, including the following terms and conditions, which serve as the agreed basis for your Award. The terms contained in the Plan are incorporated into and made a part of this Award Agreement, and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan shall control and be deemed to amend the Award Agreement.

3. Transferability: Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon your Termination of Service for any reason other than as set forth in Paragraph 4 hereof, you shall forfeit all of your right, title and interest in and to the Restricted Shares as of the date of your Termination of Service.

4. Expiration and Termination of Restrictions. The restrictions imposed under Paragraph 3 hereof will expire, and the Restricted Shares will become unrestricted Shares, on the earliest to occur of the following:

a. the first anniversary of the Grant Date, provided that you have not experienced a Termination of Service before such date, or

b. in the event of your Termination of Service due to death or Disability, as of the date of your Termination of Service, or

c. in the event of your Termination of Service due to resignation or retirement, as of the first anniversary of the Grant Date; provided, however, in the event such voluntary Termination of Service occurs before the first anniversary of the Grant Date, a prorated number of Restricted Shares (based on the proration of the one-year period between the Grant Date and the first anniversary of the Grant Date that you served as a director, rounded down to the nearest whole Share) will be converted to Shares as of the first anniversary of the Grant Date, and you will forfeit the remaining Restricted Shares; or

d. in the event of a Change in Control and this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, as of the date of such Change in Control; or

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e. in the event of your Termination of Service following a Change in Control that occurs after the Grant Date but before the first anniversary of the Grant Date, by the Company other than for Cause, as of the first anniversary of the Grant Date.

Upon the expiration or termination of an applicable restriction set forth in this Paragraph 4, unrestricted Shares will be delivered to you as soon thereafter as practicable.

5. Stockholder Rights. Upon issuance of the Restricted Shares, you shall have all of the rights of a Stockholder with respect to the Restricted Shares, including voting and dividend rights.

6. Data Privacy. Pursuant to applicable personal data protection laws, the Company hereby notifies you of the following in relation to your personal data and the collection, use, processing and transfer (collectively, the “Use”) of such data in relation to the Company’s grant of the Restricted Shares and your participation in the Plan. The Use of your personal data is necessary for the Company’s administration of the Plan and your participation in the Plan. Your denial and/or objection to the Use of personal data may affect your participation in the Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law), to the Use of personal data as described in this Paragraph 6.

The Company holds certain personal information about you, which may include your name, home address and telephone number, date of birth, social security number or other identification number, any Shares held by you, details of all Restricted Shares or any other entitlement to Shares awarded in your favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by you or collected, where lawful, from the Company, Affiliates or third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such data are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for your participation in the Plan.

The Company will transfer Data among its Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. You hereby authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan. You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan. You may seek to exercise these rights by contacting Invesco, Manager, Sr. Executive Compensation, 1555 Peachtree Street, NE, Atlanta, Georgia 30309.

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7. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Invesco Commercial Real Estate Finance Trust, Inc, Legal Department, 2001 Ross Avenue, Suite 3400, Dallas, Texas 7501, or to any other address designated by the Company in a written notice to you. Notices to you will be directed to your address then currently on file with the Company, or to any other address given by you in a written notice to the Company.

8. Compliance with Laws. As a condition to the grant of these Restricted Shares, you agree to take any and all actions, and consent to any and all actions taken by the Company and the Company’s local Affiliates, as may be required to allow the Company and the Company’s local Affiliates to comply with local laws, rules and regulations in your country of residence. Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence.

9. Additional Requirements. The Company reserves the right to impose other requirements on the Restricted Shares, any Shares acquired pursuant to the Restricted Shares, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Restricted Shares and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

10. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Shares by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

This Award shall be effective as of the Grant Date set forth above. This Award is subject to the terms and conditions of the Plan. The terms of this Award Agreement may be amended only as set forth in the Plan.

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EX-21

EXHIBIT 21

SUBSIDIARIES OF INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

Name under which Subsidiary does Business	Jurisdiction of Incorporation
Invesco Commercial Real Estate Finance Trust Investments GP, LLC	Delaware
Invesco Commercial Real Estate Finance Investments, LP	Delaware
Invesco Commercial Real Estate Finance Trust Securities, LLC	Delaware
INCREF Investments CB Seller, LLC	Delaware
INCREF Investments MS Seller, LLC	Delaware
INCREF Investments MS Pledgor, LLC	Delaware
INCREF Investments BMO Seller, LLC	Delaware
INCREF Investments BMO Pledgor, LLC	Delaware