0001976927FALSE12/3112/3100019769272024-08-162024-08-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
FORM 8-K
___________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 2024

___________________________________________________
Invesco Commercial Real Estate Finance Trust, Inc.
(Exact name of registrant as specified in its charter)
___________________________________________________

Maryland
000-56564
92-1080856
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2300 N Field Street
Suite 1200
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 715-8400
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☒



Item 1.01. Entry Into a Material Definitive Agreement.

On August 5, 2024, the board of directors (the “Board”) of Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) approved the authorization, designation and offering of shares of the Company’s Class D-1 common stock, par value $0.01 per share (the “Class D-1 Shares”), to be sold pursuant to the Company’s ongoing continuous private offering (the “Private Offering”), pursuant to exemptions provided by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The preferences, rights, voting powers, restrictions, qualifications, and terms and conditions of the Class D-1 Shares are substantially similar to the rights, preferences and terms of the Company’s other classes of common stock, including the same proportional rights to the Company’s assets. In connection with the designation of the Class D-1 Shares, the Company amended certain of its documents as described below.

Amended and Restated Advisory Agreement

On August 20, 2024, the Company entered into an Amended and Restated Advisory Agreement (the “A&R Advisory Agreement”) by and among the Company, Invesco Commercial Real Estate Finance Investments, LP (the “Operating Partnership”), and Invesco Advisers, Inc. (the “Adviser”) in order to make certain updates in connection with the designation of the Class D-1 Shares. Pursuant to the A&R Advisory Agreement, (i) the Company will pay the Adviser in connection with the Class D-1 Shares an amount equal to 1.0% per annum of the net asset value (“NAV”) of the Class D-1 Shares; and (ii) the Company will pay the Adviser in connection with the Class D-1 Shares an amount equal to 10% of the Performance Fee Income (as defined in the A&R Advisory Agreement) attributable to the Class D-1 Shares. Additionally, the Company will not indemnify the Adviser or its affiliates for any such liability, claim, damage or loss that is the direct result of gross negligence by the Adviser or its affiliates, including their respective officers, managers, directors, partners and employees acting in such capacity.

The summary of the A&R Advisory Agreement set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the A&R Advisory Agreement, a copy of which is filed herewith and incorporated by reference herein.

Amended and Restated Dealer Manager Agreement

On August 20, 2024, the Company entered into an Amended and Restated Dealer Manager Agreement (the “A&R DMA”) by and among the Company and Invesco Distributors, Inc. (the “Dealer Manager”) in order to make certain updates in connection with the addition of the Class D-1 Shares to the Private Offering. Pursuant to the A&R DMA, the Dealer Manager, and participating distribution agents, will solicit purchasers of the Class D-1 Shares on a “best efforts” basis in the Private Offering. In exchange, the Company will pay the Dealer Manager (i) upfront selling commissions of up to 1.5% of the transaction price for the Class D-1 Shares (which the transaction price will generally be equal to the prior month’s NAV per Class D-1 Share); and (ii) stockholder servicing fees with respect to Class D-1 Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D-1 Shares. It is expected that the Dealer Manager will reallow the upfront selling commissions and stockholder servicing fees to distribution agents participating in the Private Offering. Until such time as there are Class D-1 Shares are outstanding, the purchase price for the Class D-1 Shares will equal the transaction price for the Class D Shares, plus upfront selling commissions.

The summary of the A&R DMA set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the A&R DMA, a copy of which is filed herewith and incorporated by reference herein.

On August 16, 2024, the Company entered into the First Amendment to Revolving Credit Facility with INCREF Borrower, LLC (“Borrower”), the Adviser, and Goldman Sachs Bank USA, as Administrative Agent and as a Lender, which amended the terms of the Credit Agreement, dated December 11, 2023 among the Company, the Borrower, the Adviser and Goldman Sachs (the “Original Credit Agreement”), to, among other things, increase the borrowing capacity under the Original Credit Agreement from $100 million to $250 million.

Also on August 16, 2024, the Company entered into Amendment No. 3 to the Subscription Agreement, dated March 23, 2023 (as previously amended on August 11, 2023 and August 24, 2023, the “Subscription Agreement”) between the Company and Invesco Realty, Inc. (“IRE”). Amendment No. 3 amended the Subscription Agreement to clarify IRE’s subscription obligations after the Company’s repurchase of its and to provide that the Company may pledge both the Initial Commitment Amount and the Additional Commitment Amount (as defined therein) in favor of a lender. Amendment No. 3 also amended the Subscription Agreement to provide that a lender under a lending facility may call the Initial Commitment Amount and the Additional Commitment Amount for purposes of repaying indebtedness.

Each of the summaries of the First Amendment to the Original Credit Agreement and Amendment No. 3 to the Subscription Agreement set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the First


Amendment to the Original Credit Agreement and Amendment No. 3 to the Subscription Agreement, respectively, a copy of each of which is filed herewith and incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 20, 2024, the Company filed Articles of Amendment (the “Articles of Amendment”) to the Articles of Amendment and Restatement of the Company dated March 23, 2023 (the “Charter”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 3,550,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 3,500,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with SDAT Articles Supplementary to the Charter (the “Articles Supplementary”), pursuant to which the Company classified and designated 500,000,000 authorized but unissued Class D-1 Shares.

The summary of each of the Articles of Amendment and Articles Supplementary set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the Articles of Amendment and Articles Supplementary, respectively, copies of which are filed herewith and incorporated herein by reference. Except as described in this Current Report on Form 8-K, the Articles of Amendment and Articles Supplementary did not amend, alter or modify any other terms or provisions of the Charter.

Item 8.01. Other Events.

Second Amended and Restated Distribution Reinvestment Plan

In connection with the authorization and designation of the Class D-1 Shares, on August 5, 2024, the Board approved the Second Amended and Restated Distribution Reinvestment Plan of the Company (the “Second A&R DRP”), which became effective on August 20, 2024 and includes certain updates reflecting the issuance of Class D-1 Shares.

The summary of the Second A&R DRP above does not purport to be a complete summary and is qualified in its entirety by reference to the Second A&R DRP, a copy of which is filed herewith and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


3.1*
3.2*
4.1*
10.1*
10.2*
10.3*
10.4*
* Filed herewith.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Invesco Commercial Real Estate Finance Trust, Inc.
By:
/s/ Tina Carew
Tina Carew
Deputy General Counsel and Company Secretary

Date: August 20, 2024

EXHIBIT 3.1
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
ARTICLES OF AMENDMENT
 
        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: Section 5.1 of Article V of the charter of the Corporation (the “Charter”) is hereby amended to increase the total number of shares of stock which the Corporation has authority to issue to 3,550,000,000, the total number of shares of common stock, $0.01 par value per share, which the Corporation has authority to issue to 3,500,000,000 and the aggregate par value of all authorized shares of stock of the Corporation having par value to $35,500,000.
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 3,050,000,000, consisting of 3,000,000,000 shares of common stock, $0.01 par value per share, of which 500,000,000 shares were classified as Class D Common Stock, 500,000,000 shares were classified as Class E Common Stock, 500,000,000 shares were classified as Class F Common Stock, 500,000,000 shares were classified as Class I Common Stock, 500,000,000 shares were classified as Class S Common Stock and 500,000,000 shares were classified as Class S-1 Common Stock, and 50,000,000 shares of preferred stock, $0.01 par value per share, 236 of which were classified as 12.5% Series A Cumulative Redeemable Preferred Stock. The aggregate par value of all authorized shares of stock having par value was $30,500,000.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 3,550,000,000, consisting of 3,500,000,000 shares of common stock, $0.01 par value per share, of which 500,000,000 shares are classified as Class D Common Stock, 500,000,000 shares are classified as Class E Common Stock, 500,000,000 shares are classified as Class F Common Stock, 500,000,000 shares are classified as Class I Common Stock, 500,000,000 shares are classified as Class S Common Stock, and 500,000,000 shares are classified as Class S-1 Common Stock, and 50,000,000 shares of preferred stock, $0.01 par value per share, 236 of which are classified as 12.5% Series A Cumulative Redeemable Preferred Stock. The aggregate par value of all authorized shares of stock having par value is $35,500,000.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.
FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.
 
SIXTH: The undersigned acknowledges these Articles of Amendment 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]
LEGAL02/44508584v4

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 19th day of August, 2024.
 
 
 
ATTEST:INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
By:/s/ Tina CarewBy:

/s/ Bert Crouch
Name: Tina M. Carew
Title: Secretary
Name: Hubert J. Crouch
Title: Chief Executive Officer

 

LEGAL02/44508584v4

Exhibit 3.2
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. 
ARTICLES SUPPLEMENTARY 
 
Articles Supplementary Classifying and Designating a Class of Common Stock
Class D-1 Common 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 Section 5.1 of Article V of the Articles of Amendment and Restatement of the Corporation (as amended and supplemented, the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated five hundred million (500,000,000) authorized but unissued shares of common stock, $0.01 par value per share, of the Corporation as shares of Class D-1 Common Stock, $0.01 par value per share, of the Corporation (the “Class D-1 Common Shares”) with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter. 
1.1Defined Terms.
1.1.1    “Class D-1 Conversion Rate” shall mean the fraction, the numerator of which is the Class D-1 NAV Per Share and the denominator of which is the Class I NAV Per Share.
1.1.2    “Class D-1 NAV Per Share” shall mean the Net Asset Value allocable to the Class D-1 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-1 Common Shares.
1.2    Designation and Number. The Corporation is authorized to issue a separate class of Common Shares designated as Class D-1 Common Stock (the “Class D-1 Common Shares”), and the number of shares that shall constitute such class shall be five hundred million (500,000,000).
1.3    Rank. The Class D-1 Common Shares shall, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Corporation, rank (a) pari passu with all other classes or series of Common Shares; and (b) junior to all other shares of stock and equity securities issued by the Corporation the terms of which provide that such shares of stock or equity securities rank senior to Class D-1 Common Shares. 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.
1.4    Rights Upon Liquidation. 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-1 Common Shares will automatically convert to Class I Common Shares at the Class D-1 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 I Common Shares (which will include all converted Class D-1 Common Shares), in such proportion as the number of outstanding Class I
LEGAL02/44509843v4

Common Shares held by such holder bears to the total number of outstanding Class I Common Shares then outstanding.
1.5     Conversion. Each Class D-1 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 I Common Shares equal to the Class D-1 Conversion Rate on the earliest of 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.
1.6    Other Rights and Restrictions. Except as otherwise expressly set forth herein, Class D-1 Common Shares shall have all the rights and powers and be subject to all the restrictions and liabilities of Class D Common Shares as set forth in the Charter, provided, that Section 5.2.3 of the Charter shall not apply to Class D-1 Common Shares.
SECOND: The Class D-1 Common Shares have been designated and classified by the Board of Directors under the authority contained in the Charter. 
THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. 
FOURTH: 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]
 
 
LEGAL02/44509843v4

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 to by its Secretary on this 19th day of August, 2024. 
 
 
 
ATTEST:INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
By:/s/ Tina CarewBy:

/s/ Bert Crouch
Name: Tina M. Carew
Title: Secretary
Name: Hubert J. Crouch
Title: Chief Executive Officer

LEGAL02/44509843v4

Exhibit 4.1
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. 
SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN
EFFECTIVE AUGUST 20, 2024
This Second Amended and Restated 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, restated or otherwise modified from time to time, the “Charter”). The Plan supersedes and replaces the amended and restated distribution reinvestment plan previously adopted by the Company on December 4, 2023. Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.
1. Distribution Reinvestment. As agent for the stockholders (the “Stockholders”) of the Company who purchase Class S Common Stock, Class S-1 Common Stock, Class D Common Stock, Class D-1 Common Stock, Class I Common Stock, Class F Common Stock and Class E Common Stock (“Shares”), pursuant to (i) an offering of Shares (the “Offering”), or (ii) 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 held 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 initial distribution reinvestment plan was March 23, 2023, and this Plan shall be effective on August 20, 2024. 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 Private Placement 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 Private Placement Memorandum or the Company’s most recent Private Placement 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. 
1

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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.

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 IN RESPECT OF 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: (i) the Distributions reinvested during the quarter; (ii) the number and class of Shares purchased pursuant to the Plan during the quarter; (iii) the per Share purchase price for such Shares; and (iv) 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 (i) 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 (ii) 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
2

LEGAL02/44513265v4

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.
 

3

LEGAL02/44513265v4




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.
LEGAL02/44513719v5

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.    14
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    19
17.    ASSIGNMENT TO AN AFFILIATE    19
18.    PAYMENTS TO AND DUTIES OF ADVISER UPON TERMINATION.    20
19.    INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP    20
20.    INDEMNIFICATION BY ADVISER    20
21.    NON-SOLICITATION    20
22.    INITIAL INVESTMENT    21
23.    MISCELLANEOUS    21


APPENDIX A: Performance Fee Calculations

APPENDIX B: Class F Performance Fee Calculations
LEGAL02/44513719v5

AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of August 20, 2024, 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, the Operating Partnership and the Adviser are party to that certain Amended and Restated Advisory Agreement dated as of April 24, 2024 (the “Prior Advisory Agreement”), pursuant to which the Company engaged the Adviser to provide the services described herein; and

WHEREAS, the Company, the Operating Partnership and the Adviser desire to amend and restate the Prior Advisory Agreement in its entirety.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree to amend and restate the Prior Advisory 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).

LEGAL02/44513719v5

“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 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 D-1 Common Shares” shall have the meaning set forth in the Charter.

“Class D-1 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 F Common Shares” shall have the meaning set forth in the Charter.

“Class F 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.

“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.

“Class S-1 Common Shares” shall have the meaning set forth in the Charter.

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“Class S-1 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 mean the Class D Common Shares, Class D-1 Common Shares, Class E Common Shares, Class I Common Shares, Class S Common Shares, Class S-1 Common Shares, Class F 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.

“Expense Commencement Date” shall have the meaning set forth in Section 11(a).

“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.

“Initial Investment” shall have the meaning set forth in Section 22.

“Initial Term” shall have the meaning set forth in Section 15.

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“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 D-1 Common Shares, the Class D-1 NAV per Share, (iii) with respect to the Class E Common Shares, the Class E NAV per Share, (iv) with respect to the Class I Common Shares, the Class I NAV per Share, (v) with respect to the Class S Common Shares, the Class S NAV per Share, (vi) with respect to the Class S-1 Common Shares, the Class S-1 NAV per Share, and (vii) with respect to the Class F Common Shares, the Class F 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
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instruments, owned by the Company or the Operating Partnership, directly or indirectly through one or more of their Subsidiaries.

“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 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
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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 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,
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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;

(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)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 D-1 NAV per Share, Class E NAV per Share, Class F NAV per Share, Class I NAV per Share, Class S NAV per Share, and Class S-1 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;

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(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);

(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
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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.

(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.

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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.
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
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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 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).

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(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. For so long as this Agreement is in effect, the Adviser shall have the right to nominate, subject to the approval of such nomination by the Board, three Directors who are Affiliated with the Adviser to the slate of Directors to be voted on by the Stockholders at the Company’s annual meeting of Stockholders; provided, however, that such number of director nominees shall be reduced as necessary by a number that will result in a majority of the Directors being Independent Directors.
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 S-1 Common Shares, Class D Common Shares, Class D-1 Common Shares and Class I Common Shares, per annum, calculated monthly, before giving effect to any accruals for the Management Fee, the Stockholder Servicing Fee, the Performance Fee, or any Distributions, 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 or Class F Common Shares.

(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 S-1 Common Shares, Class D Common Shares, Class D-1 Common Shares and Class I Common Shares, which will be calculated as set forth in Appendix A and payable annually in arrears. The Company will pay the Adviser a performance fee (the “Class F Performance Fee”) with respect to Class F Common Shares, which will be calculated and payable as set forth in Appendix B. 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 and the Class F Performance Fee. The Company will not pay the Adviser a performance fee with respect to Class E Common Shares.

(c)The Management Fee, the Performance Fee and the Class F Performance Fee may be paid, at the Adviser’s election, in either (1) cash, (2) the cash equivalent in aggregate NAV amounts of Class E Common Shares or (3) any combination of cash and Class E Common Shares. If the Adviser elects to receive any portion of its Management Fee, the Performance Fee or the Class F Performance Fee in Class E Common Shares, the Adviser may request 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
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repurchase limits of the Company’s share repurchase plan, any lockup period applicable to the Adviser or any reduction or penalty for an early repurchase. The Adviser will have the option of exchanging Class E Common Shares for an equivalent aggregate NAV amount of Class D Common Shares, Class D-1 Common Shares, Class F Common Shares, Class I Common Shares, Class S Common Shares or Class S-1 Common Shares.

(d)Notwithstanding any other provision to the contrary, the Adviser agrees that all Management Fees and Performance Fees payable to it hereunder did not begin to accrue until March 1, 2024.
(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 paid all Organization and Offering Expenses (other than Selling Commissions and Dealer Manager Fees and Stockholder Servicing Fees) incurred through May 31, 2024 (the “Expense Commencement Date”). All Organization and Offering Expenses paid by the Adviser through the Expense Commencement Date shall be reimbursed by the Company to the Adviser in 52 equal monthly installments commencing December 1, 2024. After the Expense Commencement Date, the Company 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 paid all Operating Expenses incurred through the Expense Commencement Date. All such Operating Expenses paid by the Adviser through the Expense Commencement Date shall be reimbursed by the Company in 52 equal monthly installments commencing December 1, 2024. After the 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
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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;
(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
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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;
(xiv)expenses relating to compliance-related matters and regulatory filings of the Company;
(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;
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(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.
(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.
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13.REIMBURSEMENT TO THE ADVISER. Commencing with the first four full fiscal quarters following the 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.
(a)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 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
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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.
(b)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.
(c)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).
(d)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.
16.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
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30 days of the written notice), (ii) the Adviser engages in any act of fraud, misappropriation of funds, or embezzlement 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.
(d)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,
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after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(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, unless, notwithstanding the Charter, any such liability, claim, damage or loss is the direct result of gross negligence by the Adviser or its Affiliates, including their respective officers, managers, directors, partners and employees acting in such capacity.

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. Pursuant to that certain Subscription Agreement by and between an Affiliate of the Adviser and the Company, dated as of March 23, 2023, as amended on August 11, 2023, August 23, 2023 and August 16, 2024, such Affiliate of the Adviser has committed to invest an aggregate of $300,000,000 (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
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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.
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.
    2300 N Field St, Suite 1200
    Dallas, Texas 75201
    Attention: E. Elizabeth Day
    Email: liz.day@invesco.com

with a required copy to:    Alston & Bird LLP
    1201 West Peachtree Street
    Atlanta, Georgia 30309
    Attention: Jason Goode
    Email: jason.goode@alston.com

The Operating Partnership:    Invesco Commercial Real Estate Finance Investments, LP
    2300 N Field St, Suite 1200
    Dallas, Texas 75201
    Attention: E. Elizabeth Day
    Email: liz.day@invesco.com

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with a required copy to:    Alston & Bird LLP
    1201 West Peachtree Street
    Atlanta, Georgia 30309
    Attention: Jason Goode
    Email: jason.goode@alston.com

The Adviser:    Invesco Advisers, Inc.
    1331 Spring Street NW
    Atlanta, Georgia 30309
    Attention: Tina Carew
    Email: tina.carew@invesco.com


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,
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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.

[SIGNATURE PAGE FOLLOWS]
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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/ Hubert J. Crouch    
Name: Hubert J. Crouch
Title: Chief Executive 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/ Hubert J. Crouch    
Name: Hubert J. Crouch
Title: Chief Executive 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 D-1 Common Shares, Class I Common Shares, Class S Common Shares and Class S-1 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)    prior to the Expense Commencement Date, (A) net income shall exclude Organization and Offering Expenses advanced by the Adviser during the relevant period and (B) net income shall exclude Operating Expenses (including Borrowing Costs) advanced by the Adviser during the relevant period.

(ii)    after the Expense Commencement Date, 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 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.

LEGAL02/44513719v5



Appendix B

Class F Performance Fee Calculations

The Class F Performance Fee payable by the Company to the Adviser with respect to the Company’s Class F Common Shares shall be calculated as follows:

The Class F Performance Fee payable with respect to each calendar year will be an amount per Class F Common Share equal to 10% of the amount (if any) by which the Performance Fee Income allocable to such Class F Common Share for such calendar year exceeds the Class F Hurdle Return for such Class F Common Share for such calendar year. Notwithstanding the foregoing, no Class F Performance Fee will be payable with respect to any Class F Common Shares outstanding at the end of a calendar year (i) for any calendar year in which the Company’s aggregate Performance Fee Income with respect to all Class F Common Shares was less than the Class F Hurdle Return for such calendar year or (ii) for any calendar year in which the Company’s aggregate Performance Fee Income with respect to all Class F Common Shares for the rolling two-year period ending as of the last day of such calendar year was less than the Class F Hurdle Return for such rolling two-year period.

The Class F Performance Fee payable with respect to any Class F Common Share that is outstanding less than a full calendar year shall be calculated based on the Class F Performance Fee Income and Class F Hurdle Return for the period the Class F Common Share was outstanding.  For any Class F Common Share issued after the first day of the period, the Class F NAV Per Share of such Share shall be equal to the Transaction Price at which the Share was issued.  If Class F Common Shares are repurchased by the Company during a calendar period, the Class F Performance Fee shall be calculated with respect to such Shares as of the date of repurchase.

For purposes of the foregoing, the following definitions shall apply:

“Class F Hurdle Return” means, with respect to any period and each Class F Common Share, the Performance Fee Income that results in a 6% annualized return on the Class F NAV Per Share of the Class F Common Shares as of the beginning of such period (or, for any Class F Common Share issued after the first day of such period, the Class F NAV Per Share as of the date on which the Share was issued).

“Performance Fee Income” with respect to each Class F Common Share means the calculation of net income (determined in accordance with U.S. GAAP) allocable to such Class F Common adjusted as follows:

(i)    prior to the Expense Commencement Date, (A) net income shall exclude Organization and Offering Expenses advanced by the Adviser during the relevant period and (B) net income shall exclude Operating Expenses (including Borrowing Costs) advanced by the Adviser during the relevant period.

(ii)    after the 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 Expense Commencement Date, with the exception of upfront
LEGAL02/44513719v5



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 Expense Commencement Date during the calendar year period (or partial period).

Example Calculation:

    Class F NAV at January 1, 2025                199,156,398
    Hurdle                                 6%
    Hurdle Return                         11,949,384

    Class F Performance Fee Income (2025 YTD)         18,887,817
    Class F Hurdle Return                     (11,949,384)
    Difference                         6,938,433
    Class F Performance Fee        10%         693,843
LEGAL02/44513719v5


Exhibit 10.2
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
DEALER MANAGER AGREEMENT
August 20, 2024
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 Private Placement Memorandum (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”), shares of the Company’s Class D Common Stock (“Class D Shares”), Class D-1 Common Stock (“Class D-1 Shares”), Class E Common Stock (“Class E Shares”), Class I Common Stock (“Class I Shares”), Class S Common Stock (“Class S Shares”) and Class S-1 Common Stock (“Class S-1 Shares”), $0.01 par value per share (collectively, 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”). 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 as described under the caption “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––Plan of Distribution” in the Memorandum. 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, subject in certain circumstances to reductions thereof as described in the Memorandum. For stockholders who participate in the Company’s distribution reinvestment plan (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 until the earliest to occur of: (1) the date upon which any 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.
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This Agreement amends and restates in its entirety that certain Dealer Manager Agreement between the Company and the Dealer Manager dated August 23, 2023.
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).

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.
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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.
(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, 2023. 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,
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individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.
(k) Disqualifying Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in an Offering, any beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”) except for a Disqualifying Event contemplated by Rule 506(d)(2) or (d)(3). The Company has exercised, and during the term of an Offering will continue to exercise, reasonable care to determine whether any Company Covered Person, any Dealer Manager Covered Person (as defined below) and any Participating Dealer Covered Person (as defined in the Participating Distribution Agreement) is subject to a Disqualifying Event. The Company will immediately comply, to the extent applicable, with its disclosure obligations under Rule 506(e), and will immediately effect the preparation of an amended or supplemented Memorandum that will contain any such required disclosure and will, at no expense to the Dealer Manager (unless the Dealer Manager’s Disqualifying Event or any Participating Distribution Agent’s Disqualifying Event is the sole reason for the required amended or supplemented Memorandum, in which case the Dealer Manager shall bear the cost of preparation and distribution of such amended or supplemented Memorandum), promptly furnish the Dealer Manager with such number of printed copies of such amended or supplemented Memorandum containing any such required disclosure, including any exhibits thereto, as the Dealer Manager may reasonably request.
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.
(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;
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(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 “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––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.
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”).
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(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. Subject to any discounts and other special circumstances described in or otherwise provided in the “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––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 and each Class S-1 Share sold in the Offering and upfront selling commissions of up to 1.5% of the transaction price of each Class D Share and each Class D-1 Share sold in the Offering.
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 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 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 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, as described more fully in the Participating Agreement entered into with each such Participating Distribution Agent.
(b) Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––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, with respect to Class S-1 Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S-1 Shares, with respect to Class D Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D Shares and with respect to Class D-1 Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D-1 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
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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 D Share or Class S 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 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 D Shares, Class D-1 Shares, Class S Shares and Class S-1 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, 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.
(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 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 and 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 or stockholder servicing fees to such Participating Distribution Agent or Servicing Dealer, the payment or reallowance, as applicable, of any selling commissions 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
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Dealer Manager by making direct payment of selling commissions 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.
(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
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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) with respect to each Participating Distribution Agent, the applicable Participating Agreement.
(b) The Dealer Manager will, and will require that each Participating Distribution Agent, (i) 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(b) of Regulation D, as set forth in the Memorandum, and applicable state securities laws and regulations, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of Shares.
(c) 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.
(d) 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.
(e) 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.
(f) 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; and
(iv)was not solicited through the use of general solicitation.
(g) During the course of the Offering, the Dealer Manager will comply, and shall direct each Participating Distribution Agent who enters into a Participating Distribution Agreement with the Dealer Manager to comply with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation, Regulation Best Interest, the provisions of Regulation D and, if applicable, FINRA Rule 2111. The Dealer Manager shall direct each Participating Distribution Agent who enters into a Participating Distribution Agreement with the Dealer Manager to make, or cause to be made, inquiries as required by this Agreement, the Memorandum or applicable law of all prospective investors to ascertain whether a purchase of an investment in the Shares is suitable for the prospective investor.
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(h) 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).
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 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 Authorized Sales Literature, or (ii) the omission to state in the Memorandum or Authorized Sales Literature 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 Literature, 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, and provided, further, that, notwithstanding the Charter, the Company will not be liable for any Losses suffered by the Dealer Manager, any of its officers or directors or any person who controls the Dealer Manager within the meaning of Section 15 of the Securities Act, as a direct result of such person’s gross negligence. 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
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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 Literature; or (ii) the omission to state in the Memorandum or Authorized Sales Literature 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 by or on behalf of the Dealer Manager specifically for inclusion in the Memorandum or Authorized Sales Literature; (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 Literature, (2) “financial professional use only” materials with investors, or (3) Authorized Sales Literature in a particular jurisdiction if such Authorized Sales Literature 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
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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.
(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.
2300 N Field St, Suite 1200
Dallas, Texas 75201
Attention: E. Elizabeth Day
Email: liz.day@invesco.com
with a required copy to:Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
Attention: Jason Goode
Email: jason.goode@alston.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

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If to the Adviser, to:Invesco Advisers, Inc.
1331 Spring Street NW
Atlanta, Georgia 30309
Attention: Tina Carew
Email: tina.carew@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 13. 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/ Hubert J. Crouch
Name:Hubert J. Crouch
Title:Chief Executive 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 A. Zayicek
Name:Beth A. Zayicek
Title:Vice President

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Execution Version
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 D Common Stock (“Class D Shares”), Class D-1 Common Stock (“Class D-1 Shares”), Class E Common Stock (“Class E Shares”), Class I Common Stock (“Class I Shares”), Class S Common Stock (“Class S Shares”) and Class S-1 Common Stock (“Class S-1 Shares”), $0.01 par value per share (collectively, 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 Private Placement Memorandum, dated [ ], 2024 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, 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 until the earliest to occur of: (1) the date upon which any 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 that certain Dealer Manager Agreement with the Company and Invesco Advisers, Inc., the Company’s external adviser (the “Adviser”), dated [ ], 2024 (as amended, 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 (A) 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, (B) 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, and (C) 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.
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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 or as otherwise specifically authorized by the Company or Dealer Manager, as applicable. Participating Dealer acknowledges and agrees that the Company and the Dealer Manager may engage broker-dealers who are registered under the Exchange Act and members of FINRA or other investment advisers registered under the Investment Advisers Act of 1940, as amended, or comparable state securities laws, to offer and sell the Shares, as applicable.
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 for the class of Shares being purchased as 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 first 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.
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 price 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, subject in certain circumstances to reductions thereof as described in the Memorandum.
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For stockholders who participate in the Company’s distribution reinvestment plan (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 D Shares, Class E Shares, Class S Shares and Class S-1 Shares is required, a minimum initial purchase of $1,000,000 in Class I Shares is required and a minimum initial purchase of $3,000,000 in Class D-1 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 “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––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.
(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.
(f) Participating Dealer will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or U.S. territories unless Participating Dealer receives prior written consent from the Dealer Manager.
(g) Participating Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Participating Dealer.
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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 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 Literature.
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 or as otherwise specifically authorized by the Company. The Dealer Manager will supply Participating Dealer with reasonable quantities of the Memorandum, as provided by the Company, as well as 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 (“Authorized Sales Literature”), 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 unless it is designated, marked or otherwise authorized for use with potential investors. For the avoidance of doubt, Participating Dealer will not show or provide to any investor any material that is supplied to it by 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.
Participating Dealer shall (i) 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(b) of Regulation D and applicable state securities laws and regulations, as set forth in the Memorandum, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of the Shares.
Participating Dealer agrees that it shall have delivered (a) to each investor to whom an offer to sell the Shares is made, as of the time of such offer, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Dealer by the Dealer Manager and (b) to each investor that subscribes for Shares, as of the time the Company accepts such investor’s order to purchase the Shares within the timeframes described in the Memorandum, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Dealer by the Dealer Manager. Participating Dealer agrees that it will not send or give any supplement to the Memorandum to an investor unless it has previously sent or given a Memorandum and all supplements, amendments and exhibits thereto.
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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 and Rule 506(b) thereunder, (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(b) 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 including Rule 15l-1 under the Exchange Act (Regulation Best Interest).
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 (“Accredited Investor”) 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; (C) is a person for which an investment in the Shares are otherwise suitable; and (D) was not solicited through the use of general solicitation. 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.
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.
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.
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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, the 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 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
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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 (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.
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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 Literature; or (ii) the omission to state in the Memorandum or Authorized Sales Literature 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 Literature; (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 Literature, (b) use of Authorized Sales Literature with potential investors who are not Accredited Investors, (c) use with investors of materials that are not designated or otherwise approved for use with end investors, (d) “financial professional use only” materials with investors, or (e) Authorized Sales Literature in a particular jurisdiction if such Authorized Sales Literature 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 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. 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
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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.
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”) provides 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.
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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.
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:

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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 compensation 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 D Common Stock, Class D-1 Common Stock, Class E Common Stock, Class I Common Stock, Class S Common Stock and Class S-1 Common Stock, $0.01 par value per share (the “Shares”), of Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”).

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.
Upfront Selling Commissions
Except as may be provided in the “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––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.
Participating Dealer may withhold the selling commissions 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, 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 first business day following the Company’s acceptance of the subscription.

Participating Dealer shall be responsible for implementing any discounts or other special circumstances described in or otherwise provided for in the “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––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 “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––Plan of Distribution” section of the Memorandum must
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be made in writing by Participating Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers.
Stockholder Servicing Fees
The payment of the stockholder servicing fee to Participating Dealer is subject to terms and conditions set forth herein and the Memorandum as may be amended or supplemented from time to time. If Participating Dealer elects to sell Class D Shares, Class D-1 Shares, Class S Shares or Class S-1 Shares, eligibility to receive the stockholder servicing fee with respect to the Class D Shares, Class D-1 Shares, Class S Shares or Class S-1 Shares, as applicable, sold by Participating Dealer is conditioned upon Participating Dealer acting as broker-dealer of record with respect to such Shares and complying with the requirements set forth below, including providing stockholder and account maintenance services with respect to such Shares. For the avoidance of doubt, such services are non-distribution services, other than those primarily intended to result in the sale of Shares.
 
 (i)The existence of an effective Participating Dealer Agreement or ongoing Servicing Agreement between the Dealer Manager and Participating Dealer; and
 
 (ii)
the provision of the following services with respect to the Class D Shares, Class D-1 Shares, Class S Shares or Class S-1 Shares, as applicable, by Participating Dealer:
 
 1.assistance with recordkeeping, including maintaining records for and on behalf of Participating Dealer’s customers reflecting transactions and balances of Shares owned;
 
 2.answering investor inquiries regarding the Company, including distribution payments and reinvestments;
 
 3.helping investors understand their investments upon their request; and
 
 4.share repurchase requests.
In connection with this provision, Participating Dealer agrees to reasonably cooperate to provide certification to the Company, the Dealer Manager, and its agents (including its auditors) confirming the provision of services to each particular class of stockholders upon reasonable request. Participating Dealer hereby represents by its acceptance of each payment of the Servicing Fee that it complies with each of the above requirements and is providing the above-described services.
Subject to any special circumstances or limitations described in or otherwise provided in the “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––Plan of Distribution” section of the Memorandum, the Dealer Manager will pay Participating Dealer a stockholder servicing fee with respect to Class S Shares equal to [•]% per annum of the aggregate NAV of outstanding Class S Shares sold by Participating Dealer (including with respect to Shares sold in connection with the DRP), with respect to Class S-1 Shares equal to [•]% per annum of the aggregate NAV of outstanding Class S-1 Shares sold by Participating Dealer (including with respect to Shares sold in connection with the DRP), with respect to Class D Shares equal to [•]% per annum of the aggregate NAV of the outstanding Class D Shares sold by Participating Dealer (including with respect to Shares sold in connection with the DRP) and with respect to Class D-1 Shares equal to [•]% per annum of the aggregate NAV of the outstanding Class D-1 Shares sold by Participating Dealer (including with respect to Shares sold in connection with the DRP). The Dealer Manager will pay the stockholder servicing fee to Participating Dealer monthly in arrears. All determinations regarding the total amount and rate of reallowance of the stockholder servicing fee, Participating Dealer’s compliance with the listed conditions, and/or the portion retained by the Dealer Manager will be made by the Dealer Manager in its sole discretion.
Notwithstanding the foregoing, subject to the terms of the Memorandum, at such time as Participating Dealer is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the
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conditions in the Agreement giving rise to the stockholder servicing fee, then Participating Dealer’s entitlement to the stockholder servicing fees related to such Shares shall cease and Participating Dealer 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. All determinations will be made by the Dealer Manager in good faith in its sole discretion.
The Dealer Manager will cease paying the stockholder servicing fees with respect to any Class D Share or Class S 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 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 Dealer Manager will cease paying the stockholder servicing fees on the Class D Shares, Class D-1 Shares, Class S Shares and Class S-1 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.

General

Selling commissions and stockholder servicing 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, stockholder servicing 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 stockholder servicing 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 stockholder servicing 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 stockholder servicing fees to Participating Dealer.
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 stockholder servicing fees, as applicable, to the Dealer Manager, the Company is relieved of any obligation for selling commissions or stockholder servicing 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 stockholder servicing 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 stockholder servicing fees payable is limited solely to the proceeds of selling commissions and stockholder servicing 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 stockholder servicing fees due until such time as the Dealer Manager is in receipt of the selling commission or stockholder servicing fees, 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,” 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.

Due Diligence
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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. All such reimbursements will be made in accordance with, and subject to the restrictions and limitations imposed under the Memorandum, applicable FINRA rules and other applicable laws and regulations.

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, stockholder servicing 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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Execution Version
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 D Common Stock (“Class D Shares”), Class D-1 Common Stock (“Class D-1 Shares”), Class E Common Stock (“Class E Shares”) and Class I Common Stock (“Class I Shares”), $0.01 par value per share (collectively, 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 Private Placement Memorandum (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, 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 until the earliest to occur of: (1) the date upon which any 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 that certain Dealer Manager Agreement with the Company and Invesco Advisers, Inc., the Company’s external adviser (the “Adviser”), dated August 20, 2024 (as amended, 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 (A) 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, (B) 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, and (C) 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.
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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 or as otherwise specifically authorized by the Company or the Dealer Manager, as applicable. Participating Adviser acknowledges that each of the Company, the Dealer Manager, and their respective officers, directors, employees, and affiliates, are not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Offering and that each of the Company, the Dealer Manager, and their respective officers, directors, employees, and affiliates, have financial interests associated with the purchase of the Shares, as described in the Memorandum, including fees, expense reimbursements, and other payments they anticipate receiving in connection with the Offerings. Participating Adviser acknowledges and agrees that Participating Adviser’s clients that purchase the Shares are relying on recommendations and investment advice provided by Participating Adviser through its representatives and not on any recommendation by the Company or 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 for the class of Shares being purchased as 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 first 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.
IV. Pricing.
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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 price 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, 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 D Shares and Class E Shares is required, a minimum initial purchase of $1,000,000 in Class I Shares is required and a minimum initial purchase of $3,000,000 in Class D-1 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.
(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.
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(f) Participating Adviser will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or U.S. territories unless Participating Dealer receives prior written consent from the Dealer Manager.
(g) Participating Adviser acknowledges that the Dealer Manager will enter into similar agreements with other advisers and broker-dealers, which does not require the consent of Participating Dealer.
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 Literature.
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 or as otherwise specifically authorized by the Company. The Dealer Manager will supply Participating Adviser with reasonable quantities of the Memorandum, as provided by the Company, as well as 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 (“Authorized Sales Literature”), 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 unless it is designated, marked or otherwise authorized for use with potential investors. For the avoidance of doubt, Participating Adviser will not show or provide to any investor any material that is supplied to it by 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.

Participating Adviser shall (i) 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(b) of Regulation D and applicable state securities laws and regulations, as set forth in the Memorandum, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of the Shares.
Participating Adviser agrees that it shall have delivered (a) to each investor to whom an offer to sell the Shares is made, as of the time of such offer, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Adviser by the Dealer Manager and (b) to each investor that subscribes for Shares, as of the time the Company accepts such investor’s order to purchase the Shares within the timeframes described in the Memorandum, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Adviser by the Dealer Manager. Participating Adviser agrees that it will not send or give any supplement to the Memorandum to an investor unless it has previously sent or given a Memorandum and all supplements, amendments and exhibits thereto.
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
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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.
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 and Rule 506(b) thereunder, (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.
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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(b) 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 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 including Rule 15l-1 under the Exchange Act (Regulation Best Interest).
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 (an “Accredited Investor”) 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; (C) is a person for which an investment in the Shares are otherwise suitable; and (D) was not solicited through the use of general solicitation. 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.
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.
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, the Adviser or their
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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 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.
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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.
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 Literature; or (ii) the omission to state in the Memorandum or Authorized Sales Literature a material fact required to be stated therein or necessary to make
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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 Literature; (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 Literature, (b) use of Authorized Sales Literature with potential investors who are not Accredited Investors, (c) use with investors of materials that are not designated or otherwise approved for use with end investors, (d) “financial professional use only” materials with investors, or (e) Authorized Sales Literature in a particular jurisdiction if such Authorized Sales Literature 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; or (vii) 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, 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
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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”) provides 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 (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.
10
LEGAL02/44544150v5

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 is 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 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.
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LEGAL02/44544150v5

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 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.]

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:             
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Company:             
Address:             
City, State and Zip:             
Telephone:             
Fax:             
Email:     
13
LEGAL02/44544150v5


AGREED TO AND ACCEPTED BY PARTICIPATING ADVISER:
(Participating Adviser’s Firm Name)
By:
Signature
Name:
Title:
Date:

14
LEGAL02/44544150v5
Exhibit 10.3 1 USActive 60741489.3 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT, dated as of August 16, 2024 (this “Amendment”), is entered into by and among, inter alios, INCREF BORROWER, LLC, a Delaware limited liability company (the “Borrower”), INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., a Maryland corporation (the “Guarantor”) and GOLDMAN SACHS BANK USA (“Goldman Sachs” or the “Administrative Agent”), as the Administrative Agent and a Lender. WHEREAS, the Borrower, Guarantor, the Administrative Agent and the Lenders from time to time party thereto entered into that certain Credit Agreement dated as of December 11, 2023 (as amended hereby and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); and WHEREAS, the Borrower, Guarantor and the Administrative Agent hereby agree to certain modifications to the Credit Agreement as set forth herein, and the parties have agreed to the such modifications on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the Credit Agreement, the parties hereto agree as follows: SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement. SECTION 2. Amendments to the Credit Agreement. Effective as of the Effective Date (as defined below) certain sections of the Credit Agreement are hereby amended as set forth on Annex A to this Amendment. Language being inserted into the applicable section of the Credit Agreement is evidenced by blue underlined text. Language being deleted from the applicable section of the Credit Agreement is evidenced by red strike-through text. SECTION 3. Conditions Precedent. Section 2 hereof shall become effective on the date (the “Effective Date”) when the Administrative Agent shall have received each of the following: 3.1. a counterpart of this Amendment, executed and delivered by each of the parties hereto; 3.2. certified resolutions of the Borrower Parties authorizing the entry into the transactions contemplated herein, in each case certified by a Fund Responsible Officer of such Person as correct and complete copies thereof in effect on the date hereof; 3.3. an Amended and Restated Invesco Guaranty, executed and delivered by each of the parties thereto; 3.4. a legal opinion from Borrower Parties’ counsel; and 3.5. payment of all reasonable and documented attorneys’ fees and disbursements invoiced through the date hereof of the Administrative Agent’s special counsel, Cadwalader, Wickersham & Taft LLP. SECTION 4. Miscellaneous.Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, each of the undersigned Borrower Parties hereby reaffirms all covenants applicable to it, and confirms the representations and warranties set forth in the Credit Agreement and the other Loan Documents (other than representations that expressly relate to an earlier date) are true and correct in all material respects; provided that if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded. 4.2. Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents

 
2 USActive 60741489.3 (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment. 4.3. Representations and Warranties. Each of the undersigned Borrower Parties hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, subject to Debtor Relief Laws and general equitable principles (whether considered in a proceeding in equity or at law) and (ii) upon the Effective Date, no Account Control Event shall exist. 4.4. References to the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “this Credit Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. 4.5. Reaffirmation of Obligations. Each Borrower Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents, (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Borrower Party’s obligations under the Loan Documents; and (d) agrees that this Amendment is a Loan Document. 4.6. Security Interests. Each Borrower Party (a) acknowledges and agrees that (i) each of the Liens granted by it in or pursuant to the Loan Documents, as amended hereby, are affirmed, confirmed and reaffirmed by such Borrower Party, and (ii) each of such Liens remains and continues as a valid subsisting first priority (subject only to Permitted Liens) perfected security interest and (b) agrees that this Amendment and all documents executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents. 4.7. Effect on Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 4.8. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein. 4.9. Governing Law. The substantive laws of the State of New York applicable to agreements made and to be performed entirely within such state shall govern the validity, construction, enforcement and interpretation of this Amendment. 4.10. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 4.11. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Amendment. 4.12. Multiple Counterparts. This Amendment may be executed in multiple counterparts, which may be delivered electronically. The words “execution,” “signed,” “signature,” and words of like import herein and in any document signed in connection herewith include electronic signatures or electronic records, which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record, as provided for in any applicable Law, including any federal or state laws based on the Uniform Electronic Transactions Act.

 
3 USActive 60741489.3 [Signature Pages to Follow]

 

 

 
GSB – Invesco CREF First Amendment to Credit Agreement ADMINISTRATIVE AGENT: GOLDMAN SACHS BANK USA By: Name: Michael McClurg Title: Authorized Signatory

 
GSB – Invesco CREF First Amendment to Credit Agreement LENDER: GOLDMAN SACHS BANK USA By: Name: Michael McClurg Title: Authorized Signatory

 
EXECUTION VERSIONANNEX A TO FIRST AMENDMENT CONFORMED THROUGH FIRST AMENDMENT ============================================================ CREDIT AGREEMENT ============================================================ INCREF BORROWER, LLC, as the Borrower, INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., as the Guarantor, INVESCO ADVISERS, INC. as the Adviser, GOLDMAN SACHS BANK USA, as Administrative Agent and as a Lender and the other Lenders from time to time party hereto ============================================================ December 11, 2023 ============================================================ USActive 60742384.160742384.3

 
CONTENTS SECTION PAGE 1. DEFINITIONS 1 1.1 Key Terms 1 1.2 Capital Call Facility Definitions 2 1.3 ERISA, Tax and Other Definitions 7 1.4 Interpretation 11 2. LOANS 11 2.1 Facilities 11 2.2 Revolving Loans and Use of Proceeds 12 2.3 Loan Procedures 13 2.4 Interest Rates 14 2.5 Fees 14 2.6 Capitalization of Interest and Fees 14 2.7 Facility Increase or Decrease 15 2.8 Ratable Sharing 15 3. PAYMENTS 15 3.1 Voluntary Prepayments 15 3.2 Payment of Obligations 15 3.3 Required Period 15 3.4 Mandatory Prepayment Events 16 3.5 Interest Payments 17 4. REPORTING AND NOTICES 18 4.1 Notice Procedures 18 4.2 Event Based Reporting 18 4.3 Quarterly and Annual Reporting 19 4.4 Disclosure of Credit Agreement 20 4.5 Other Reporting 20 5. COVENANTS 20 5.1 Partnership Interests and Capital Commitments 20 5.2 Borrower Parties 22 6. REPRESENTATIONS 24 6.1 Partnership Interests and Capital Commitments 24 6.2 Borrower Parties 25 7. EVENTS OF DEFAULT AND REMEDIES 26 7.1 Events of Default 26 7.2 Remedies 27 7.3 Additional Rights of the Administrative Agent 28 7.4 Application of Payments 29 7.5 Set-Off 29 8. MISCELLANEOUS PROVISIONS 29 8.1 Amendments; Waivers 29 8.2 Borrower Provisions 30 8.3 Confidentiality 32 8.4 Assignments and Participations 33 8.5 Other Miscellaneous Provisions 34 USActive 60742384.160742384.3 i

 
9. INCREASED COSTS, TERM SOFR UNAVAILABILITY AND TAXES 36 9.1 Compensation Certificate 36 9.2 Term SOFR Unavailability, Inadequacy or Illegality 36 9.3 Change in Law 37 9.4 Taxes 37 Annex I Guaranty 42 Annex II Guarantor Collateral Security Agreement 44 Annex III Borrower Collateral Security Agreement 47 Annex IV Conditions Precedent to Closing 49 Annex V Administrative Agent 51 Annex VI SPV Provisions 61 Annex VII [Reserved] 64 Annex VIII Qualified Borrowers 65 SCHEDULE 1.1 Administrative Agent Account; Notice Addresses SCHEDULE 1.2 Uncommitted Amounts; Applicable Percentages EXHIBIT A: Borrowing Base Certificate EXHIBIT B: Loan Request EXHIBIT C: Compliance Certificate EXHIBIT D: Reserved EXHIBIT E: Closing Certificate EXHIBIT F: QB Guaranty EXHIBIT G: Promissory Note EXHIBIT H: Investor Consent EXHIBIT I: Reserved EXHIBIT J: Reserved EXHIBIT K: Assignment and Assumption EXHIBIT L: Fund Guaranty EXHIBIT M: Fund Security Agreement EXHIBIT N: Form LPA Subscription Agreement USActive 60742384.160742384.3 ii

 
USActive 60742384.160742384.3 1 Termination Fee $0 1% of the portion of the Facility Limit refinanced with a lender other than Goldman Sachs Bank USA, due and payable to the Administrative Agent for the benefit of the Lenders on the effective date of such refinancing. For the avoidance of doubt, such termination fee shall not apply to a refinancing of the facility with a net asset value, hybrid, or other longer term financing with a lender other than Goldman Sachs Bank USA. Facility Limit Interest Rate  For Term SOFR Loans, Term SOFR plus the Applicable Margin;  For Prime Rate Loans, Prime Rate plus the Applicable Margin; and  For each Funded Tranche, Term SOFR plus the Applicable Margin that is applicable to Term SOFR Loans as of the date of creation of such Funded Tranche. Facility Uncommitted Tranche $100,000,000250,000,000 Applicable Margin $100,000,000250,000,000, as may be increased or decreased from time to time.  For Term SOFR Loans, 2.90% per annum; and  For Prime Rate Loans, 1.90% per annum. 1. DEFINITIONS The following terms shall have the following meanings: 1.1 Key Terms (a) Economic Terms Facility Availability The lesser of: (a) the Facility Limit; and (b) Borrowing Base Availability, minus: (i) the Primary Obligations; and (ii) the aggregate amount of any requested Utilizations. Administrative Fee Maturity Date A non-refundable fee equal to 0.20% of the Facility Limit annually, payable to the Administrative Agent in 4 quarterly installments of 0.05% in arrears. (a) with respect to each Funded Tranche, the earlier of the following: (i) the final maturity date as described in the Funded Tranche confirmation (the “Funded Tranche Maturity”), which shall be no later than 3 years from issuance and no earlier than 1 year from issuance, and (ii) the date that is 360 days after Administrative Agent demand under Section 3.4(a) (Administrative Agent Demand); (b) with respect to the Uncommitted Tranche, the date that is 15 Business Days after Administrative Agent demand under Section 3.4(a) (Administrative Agent Demand); or Facility Committed Tranche

 
USActive 60742384.160742384.3 2 Borrower (other than any Qualified Borrowers), Guarantors Borrower Reporting Parties INCREF Borrower, LLC, a Delaware limited liability company Borrower, Guarantor Fund Sponsor Invesco Advisers, Inc., a Delaware corporation Adviser Judgment Threshold Operative Documents Invesco Advisers, Inc., a Delaware corporation Articles of Amendment and Restatement of the Guarantor dated March 23, 2023 (the “Articles”) Bylaws of the Guarantor Subscription Documents (the form of which is attached as Exhibit N hereto) Management Agreement $10,000,000 with respect to any Borrower Party. Amended and Restated Advisory Agreement dated as of March 23April 24, 2023 2024 Guarantor (c) Collateral Accounts Borrower Party Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation Capital Call Collateral Account (b) Borrower Party Information Guarantor Name of Depository: Bank of America, NA ABA Number: 026 009 593 Account Name: Invesco Commercial Real Estate Finance Trust, Inc. Account Number: 488106955493 Primary Obligors 1.2 Capital Call Facility Definitions “Account Control Event” means the Administrative Agent shall have the right to take control of the Collateral Account, as a result of: (a) the following Mandatory Prepayment Events: (i) Section 3.4(b)(ii) (Borrowing Base Deficiency); (ii) Section 3.4(b)(iii) (Operative Document Debt Limitations); (iii) Section 3.4(c) (Mandatory Prepayment Events - Full Repayments); or (b) an Event of Default, irrespective of whether any payment is due or any grace period has expired. “Administrative Agent” means Goldman Sachs Bank USA, as administrative agent for the Lenders and as collateral agent for the benefit of the Lenders. (c) with respect to all Obligations, the date that is 30 days prior to the last date on which the Guarantor or Adviser may issue Capital Calls under the Fund Documents to repay the Obligations.

 
“Administrative Agent Account” means the account set forth on Schedule 1.1 hereto, or any other account designated by the Administrative Agent in writing to the Borrower. “Applicable Percentage” means, with respect to any Lender, the percentage of: (a) the Uncommitted Tranche represented by such Lender's Uncommitted Amount (set forth on Schedule 1.2 hereto) divided by the Uncommitted Tranche Facility Limit, and (b) each Funded Tranche represented by such Lender's funded amount thereof. “Assignment and Assumption” means an Assignment and Assumption in the form of Exhibit K, or such other form as is acceptable to the Administrative Agent. “Board of Directors” means the board of directors of the Guarantor. “Borrower Party” means each Borrower and Guarantor. “Borrowing Base Availability” means the Uncalled Capital Commitments of Investors (other than Excluded Investors) multiplied by the advance rate set forth on the Borrowing Base Certificate last provided by the Administrative Agent; provided that any change to the advance rate, other than any change resulting from an Investor becoming an Excluded Investor, shall not reduce Borrowing Base Availability. “Borrowing Base Certificate” means a certificate in the form of Exhibit A. “Capital Call” means a call upon the Investors for payment of any portion of the Capital Commitments pursuant to the Fund Documents, including, for the avoidance of doubt, the delivery of a “Purchase Notice”, as such term is defined in the applicable Subscription Document. “Capital Commitment” means the capital commitments of the Investors, as set forth in the Fund Documents, including, for the avoidance of doubt, the “Capital Commitment” of each Investor as such term is defined in the applicable Subscription Document. “Capital Contribution” means any cash actually contributed by an Investor to a Guarantor in fulfillment of its Capital Commitment. “Closing Date” means the date on which the conditions precedent are satisfied (or waived). “Collateral” means all of the collateral security for the Obligations pledged pursuant to the Collateral Documents. “Collateral Account” means each Capital Call Collateral Account set forth in Section 1.1(c) (Collateral Accounts), and each other account described in the Collateral Documents. “Collateral Account Control Agreement” means each account control agreement among a Guarantor, the Administrative Agent or a collateral agent, and the depository (the “Depository”). “Collateral Documents” means each Collateral Account Control Agreement, Collateral Security Agreement, Fund Security Agreement, collateral assignment, financing statement, and other documents delivered to grant, perfect or maintain a security interest in the Collateral. “Collateral Security Agreement” means each Fund Security Agreement and each security agreement set forth in Annex II or Annex III or delivered in connection with the grant of a security interest in the Collateral. USActive 60742384.160742384.3 3

 
“Credit Agreement” means this Credit Agreement, including the Annexes hereto. “Credit Provider” means a Person providing an Investor Guaranty, in form and substance reasonably acceptable to the Administrative Agent, of the obligations of any applicable Investor to make Capital Contributions to the Guarantor. “Eligible Assignee” means any Person other than a natural Person that extends credit or buys loans in the ordinary course of business; provided that no Defaulting Lender, Borrower Party or Affiliate of a Borrower Party shall be an Eligible Assignee. “Events of Default” are listed in Section 7.1 (Events of Default). “Excluded Investor” means each Investor (or Adviser): (a) that is designated as an Excluded Investor, by the Administrative Agent, in the Borrowing Base Certificate, on the Closing Date; (b) that fails to fund any Capital Contribution for 10 Business Days after the due date thereof, without regard to any cure period or notice (a “Delinquent Investor”); (c) that is added after the Closing Date, until the Administrative Agent, acting reasonably, provides notice that such Investor is not an Excluded Investor; (d) for which the Adviser or Guarantor approves an increase in its Capital Commitment, but only the increased portion shall be excluded, until the Administrative Agent provides notice that the amount of such increase is not excluded; (e) for which the Adviser or Guarantor approves a transfer, redemption or repurchase of any portion of its Capital Commitment, but only to the extent of the to-be-transferred, to-be-redeemed or to-be-repurchased Capital Commitment; (f) that encumbers its Investor interest, but only to the extent thereof; (g) that exercises any excuse right or, to the knowledge of any Borrower Party, will be excused from participating in any investment, but only to the extent that such Investor’s Capital Commitment may not be called to repay the Obligations, as calculated by the Administrative Agent in its reasonable discretion; (h) that withdraws, redeems, repurchases, reduces, cancels, or terminates any portion of its Capital Commitment, but only to the extent thereof; (i) that declares any Fund Document unenforceable; (j) that modifies any Fund Document (including by way of a “most favored nations” provision) in a manner that is materially adverse to the Lenders, as determined by the Administrative Agent acting reasonably; (k) that avails itself of any Debtor Relief Law or becomes the subject of any Debtor Relief Law which continues undismissed or unstayed for 60 days; (l) (x) whose Investor Consent Letter ceases to be accurate and enforceable in any material respect, or (y) that breaches, repudiates, challenges or declares unenforceable its obligations thereunder; (m) (x) whose Investor Guaranty ceases to be accurate and enforceable in any material respect, or (y) whose Credit Provider repudiates, challenges, breaches, challenges or declares unenforceable its obligations under the applicable Investor Guaranty; USActive 60742384.160742384.3 4

 
(n) that is a Sanctioned Person; or (o) that (i) is an Affiliate of any Lender, (ii) is managed by any Lender or an Affiliate thereof, (iii) has any Lender or an Affiliate thereof as its trustee or other fiduciary, (iv) has any Lender or an Affiliate thereof as an investor, or (v) is an employee of any Lender or an Affiliate thereof. As used in this clause (n), “Affiliate” has the meaning given to such term in Section 23A of the Federal Reserve Act. “Exposure” means each Lender’s commitments and Loans hereunder. “Fee” means each fee set forth in Section 1.1(a) (Economic Terms) and any other fee set forth in any Fee Letter. “Fee Letter” means a letter between the Borrower and the Administrative Agent. “Fund Documents” means each Operative Document and each Subscription Document. “Fund Guaranty” means each fund guaranty in the form of Exhibit L. “Fund Responsible Officer” means an officer or authorized signatory of any Borrower Party. “Fund Security Agreement” means each fund security agreement in the form of Exhibit M. “Interest Rate Reset Period” means: (a) for the first Loan, the period commencing on the day the first Loan is made and ending on the last day of that month, which interest rate shall also apply to any other Loan in such currency made during the same month as the first Loan; and (b) for Loans made or continued after the first month, the period commencing on the first day of such month and ending on the last day of such month. “Invesco Guaranty” means that certain Investor Guaranty dated as of the date hereof by Invesco Ltd., a Bermuda exempted company, in favor of the Administrative Agent. “Investment Exclusion Event” means the exclusion or excuse of any Investor from participating in a particular Investment pursuant to the terms of the Operative Documents or such Investor’s Side Letter, where the Investor is entitled to such exclusion or excuse under such Operative Documents or such Investor’s Side Letter as a matter of right (i.e., not in any Borrower Party’s discretion). “Investor Guaranty” means a guaranty provided by an Investor’s Credit Provider with respect to such Investor’s Capital Commitment in form and substance satisfactory to the Administrative Agent. “Investor” means any Person admitted to Guarantor as a limited partner, shareholder or equity holder; provided that, no natural Person that is a limited partners, shareholder or equity holder of Guarantor shall be deemed or considered to be an “Investor” for any purpose under, or provision of, this Credit Agreement and the other Loan Documents, including without limitation in respect of the Collateral. “Investor Consent Letter” means an agreement delivered by the Texas Municipal Retirement System to the Administrative Agent, substantially in the form of Exhibit H. “Key Person Event” means a “Key Person Event” under (and as used and defined in) the Subscription Documents. USActive 60742384.160742384.3 5

 
“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto and any other Person that becomes a lender hereto, and their respective successors and assigns. “Lock-Up Suspension Period” means a “Lock-Up Suspension Period” under (and as used and defined in) the Subscription Documents. “Loan” means each loan made by a Lender to a Borrower (including each Funded Tranche), in U.S. dollars. “Loan Documents” means: (a) this Credit Agreement, (b) each Promissory Note, (c) each Loan Request, (d) each Collateral Document, (e) each Investor Consent Letter, (f) each Investor Guaranty (including, for the avoidance of doubt, the Invesco Guaranty), (g) each Fund Guaranty, (h) the Adviser Side Letter; and (i) every other document executed or delivered in connection with any Loan Document. “Loan Request” means each loan request in the form of Exhibit B. “Mandatory Prepayment Events” are listed in Section 3.4 (Mandatory Prepayment Events). “Memorandum” means the Guarantor’s confidential Private Placement Memorandum dated August 30, 2023 (together with any appendices and supplements thereto), as amended, amended and restated, supplemented or otherwise modified from time to time. “Obligations” means all obligations due, owing or incurred by any Borrower or Guarantor to the Administrative Agent and the Lenders under the Loan Documents. “Operative Document” means: (a) each Operative Document listed in Section 1.1(b) (Borrower Party Information), (b) the Memorandum; (c) the Management Agreement; and (d) each formation document, limited partnership, limited liability company operating or trust agreement, memorandum and articles of association, bylaws, or other constituent document that governs a Borrower or Guarantor, as amended, modified or supplemented in accordance herewith. USActive 60742384.160742384.3 6

 
“Operative Document Alternative Investment Vehicle” means any parallel entity, blocker, feeder, collective investment vehicle, REIT, group trust or other investment vehicle created in accordance with an Operative Document. “Permitted Liens” means: (a) banker’s Liens and rights of setoff arising in the ordinary course of business, including those of the Depository under the Collateral Account Control Agreement; (b) Liens relating to Taxes, (i) if failure to pay such Taxes would not have a Material Adverse Effect, or (ii) that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (c) judgment liens that would not have a Material Adverse Effect and do not result in a Mandatory Prepayment Event; (d) Liens arising from pledges or deposits of proceeds of the Collateral to secure bids for potential investments, contracts or leases; and (e) Liens pursuant to the Collateral Documents. “Permitted REIT Distribution” has the meaning set forth in Section 5.1(d)(i). “Pledgor” means each Borrower Party or other person that grants a Lien on any Collateral in connection with this Credit Agreement. “Primary Obligors” means each Primary Obligor listed in Section 1. “Primary Obligations” means the aggregate outstanding principal amount of the Loans. “Recallable Capital” means any amount distributed to an Investor that may be recalled under the Fund Documents, and which has been set forth as “Recallable Capital” on an updated Borrowing Base Certificate provided to the Administrative Agent. “Required Lenders” means Lenders (excluding Defaulting Lenders) holding more than 50% of the outstanding Loans (excluding Loans held by Defaulting Lenders) on any date of determination. “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. “Side Letter” means each executed side letter that amends or supplements an Investor’s Subscription Document or other Operative Document of the Guarantor. “Subscription Document” means each executed subscription agreement (including all attachments) documenting an Investor’s interest in a Guarantor, each Side Letter, and documentation of each Investor transfer, repurchase or redemption. “Tax Distribution Notice” means a written notice setting forth, to the Administrative Agent’s reasonable satisfaction, the calculation of any Permitted REIT Distribution and certifying that such Borrower Party remains a REIT. “Term SOFR” means the 1 month forward-looking term SOFR rate published by CME Group (https://www.cmegroup.com) two SIFMA trading days prior to each Interest Rate Reset USActive 60742384.160742384.3 7

 
Period. (The SIFMA holiday schedule is available at https://www.sifma.org). If Term SOFR is less than zero, it shall be deemed to be zero. “Term SOFR Loan” means a Loan that bears interest at a rate determined by reference to Term SOFR. “Uncalled Capital Commitment” means the Unfunded Capital Commitments (including Recallable Capital) that may be called to repay the Obligations (excluding any amounts subject to a pending Capital Call). “Unfunded Capital Commitment” means such Investor’s “Unfunded Capital Commitment” (or any correlative term) as such term is defined in its Subscription Document. “Uncommitted Amount” means, with respect to any Lender, the amount of such Lender’s allocable amount of the Uncommitted Tranche, as set forth on Schedule 1.2 hereto. “Utilization” means a Loan. “Utilization Date” means the date on which a Loan is funded. 1.3 ERISA, Tax and Other Definitions “Affiliate” of any Person means any other Person that controls, is controlled by, or is under common control with, such Person. “Business Day” means any day except Saturday, Sunday or a day on which commercial banks in the State of New York are authorized or required, by Law, to close. “Change in Law” means the occurrence, after the date of this Credit Agreement, of: (a) the adoption, taking effect, or change of any Law, rule, regulation or treaty, or the administration, interpretation, implementation or application thereof, or (b) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law), by any Governmental Authority. “Connection Income Tax” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or gross receipts or that are franchise Taxes or branch profits Taxes. “Debtor Relief Laws” means the United States Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar Laws affecting the rights or remedies of creditors. “ERISA” means the Employee Retirement Income Security Act of 1974. “ERISA Annual Valuation Period” means the “annual valuation period” for each Primary Obligor, as defined in the ERISA Plan Asset Regulations. “ERISA Controlled Group” means a corporation, trade or business (whether or not incorporated) that is, along with any Primary Obligor, a member of a controlled group of trades or businesses as described in Section 414 of the Internal Revenue Code. “ERISA Investor” means an Investor that is: USActive 60742384.160742384.3 8

 
(a) an “employee benefit plan” as 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) any other entity or account whose assets include or are deemed to include the assets of one or more such employee benefit plans in accordance with Section 3(42) of ERISA and the ERISA Plan Asset Regulations. “ERISA Operating Company” means an “operating company” under the ERISA Plan Asset Regulations. “ERISA Operating Company Opinion” means an opinion of counsel to a Primary Obligor as to its status as an ERISA Operating Company. “ERISA Plan” means any employee benefit plan that is subject to Title IV of ERISA, or any retiree medical plan, each as established or maintained for employees of a Primary Obligor or any member of an ERISA Controlled Group or to which a Primary Obligor, or any member of an ERISA Controlled Group, has any liability. “ERISA Plan Asset Regulations” means 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA. “ERISA Plan Assets” means “plan assets” under the ERISA Plan Asset Regulations. “ERISA Reliance Letter” means an executed letter from the issuer of an opinion to the Administrative Agent and the Lenders providing that the Administrative Agent and the Lenders may rely on such opinion. “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits Taxes or Taxes similar to branch profits Taxes: (i) imposed by the U.S. or imposed as a result of such Lender being organized under the Laws of, or having its principal office or its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or (ii) that are Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender pursuant to a Law in effect on: (i) the Closing Date; (ii) the date on which such Lender became a party hereto, except to the extent that amounts with respect to such Taxes were payable to Lender’s assignor immediately before such Lender became a party hereto; or (iii) the date on which such Lender changes its Lending Office, except to the extent that amounts with respect to such Taxes were payable to such Lender immediately before it changed its Lending Office; (c) Taxes attributable to a Lender’s failure to comply with Section 9.4(c) (Lender’s Tax Exemption Form); and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. USActive 60742384.160742384.3 9

 
“FATCA” means: (a) Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with); (b) any current or future regulations or official interpretations thereof; (c) any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code; (d) any intergovernmental agreement entered into between the United States and any other Governmental Authority in connection with the implementation of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement; or (e) any treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing. “Governmental Authority” means any foreign governmental authority, the United States, any State of the United States; and any subdivision, agency, department, commission, board, authority, instrumentality, bureau or court thereof exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, and any supra-national body such as the European Union, the European Central Bank, the Bank for International Settlements, or the Basel Committee on Banking Supervision, and any United States or foreign regulatory authority acting pursuant to Basel III. “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 any Borrower or Guarantor under any Loan Document; and (b) Other Taxes. “Insolvent” means the failure to be Solvent. “Internal Revenue Code” means the United States Internal Revenue Code of 1986. “Laws” means all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, and administrative or judicial precedents, including the interpretation or administration thereof by any Governmental Authority, and all judgments, orders, directives, requests, licenses, permits, administrative orders, agreements, and authorizations of any Governmental Authority, whether or not having the force of law. “Lien” means any lien, mortgage, security interest, security assignment, charge, tax lien, pledge, encumbrance, conditional sale, title retention arrangement, or other property interest intended to secure the repayment of indebtedness, now or hereafter arising, by contract, common law or statute. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of any 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 under any Loan Document), or its sale or assignment of an interest in any Loan or Loan Document. USActive 60742384.160742384.3 10

 
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from: (i) any payment made under, (ii) the execution, delivery, performance, enforcement or registration of, (iii) the receipt or perfection of a security interest under, or (iv) otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. “Person” means any individual, sole proprietorship, partnership, limited partnership, exempted limited partnership, exempted company, limited liability company, corporation, non-profit corporation, trust, joint venture, association, estate, sovereign government (or agency, instrumentality, or political subdivision thereof), or other entity or organization. “Prime Rate” means the interest rate quoted in the print edition of The Wall Street Journal in the Money Rates Section as the U.S. prime rate. “Prime Rate Loan” means a Loan that bears interest at a rate determined by reference to the Prime Rate. “Proceeding” means any action, suit or investigation, or legal, equitable, arbitration, or administrative proceeding, before any court, arbitrator or Governmental Authority. “Promissory Note” means each promissory note executed and delivered by a Borrower to a Lender in the form of Exhibit G. “Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Borrower Party. “Sanctioned Country” means any country, region or territory subject to Sanctions, including Cuba, Iran, North Korea, Russia, Syria and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic. “Sanctioned Person” means a Person on a Sanctions List, a target of Sanctions or a Sanctioned Country, including its agencies and instrumentalities, anyone controlled thereby, and any citizen or national of, located in, operating from, or incorporated under the laws thereof. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced by any Sanctions Authority. “Sanctions Authority” means the United States, United Kingdom, United Nations Security Council, European Union, and related agencies, including the Office of Foreign Assets Control, U.S. Department of Commerce, U.S. Department of State, and His Majesty’s Treasury. “Sanctions List” means any list of designated nationals or sanctioned Persons issued by a Sanctions Authority. “Solvent” means: (a) the fair value of the aggregate assets of a Person exceeds its debts and liabilities, subordinated, contingent or otherwise; (b) the fair saleable value of the property of a Person exceeds the amount of its probable debts and liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and USActive 60742384.160742384.3 11

 
(d) such Person will not have unreasonably small capital with which to conduct the business in which it is engaged as such business was conducted on the Closing Date. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties. 1.4 Interpretation (a) “Control,” “controlled by,” and “under common control with” mean the direct or indirect power to cause the direction of the management and policies of a Person, whether through an ownership interest, by contract or otherwise. (b) “Including” means “including without limitation”. (c) “Knowledge” and “aware” mean that an officer of a Borrower Party has knowledge of the topic in question. (d) References in any Loan Document to any other Loan Document, or any statute or regulation, include all subsequent amendments thereto. (e) Each reference in any Loan Document to “the” or “a” Borrower refers to the Borrowers or the applicable Borrower, as the context may require. 2. LOANS 2.1 Facilities (a) [Reserved]. (b) Uncommitted Tranche (i) This Credit Agreement creates an uncommitted line of credit (the “Uncommitted Tranche”), and nothing herein shall create any commitment or obligation by any Lender to make any Loan under the Uncommitted Tranche. (ii) Each Lender shall have the absolute and unconditional right, in its sole discretion, to refuse to fund any Loan in respect of its Uncommitted Amount. (iii) Upon request of Lenders holding the majority of the Uncommitted Amounts under the Uncommitted Tranche, the Administrative Agent shall demand repayment of the Obligations under the Uncommitted Tranche in accordance with Section 3.4(a) (Administrative Agent Demand). (iv) Nothing herein shall affect the demand nature of the Uncommitted Tranche. (c) Funded Tranche (i) “Funded Tranche” means a split of the fully-funded portions of Loans denominated in U.S. dollars made by a Lender to the applicable Borrower and rights relating thereto into a separate funded tranche established as one or more separate instruments under this Credit Agreement in accordance with the following: (A) Consent of the Administrative Agent and the Borrower (which Borrower approval will be deemed granted after 5 Business Days, USActive 60742384.160742384.3 12

 
unless the Borrower provides notice to the contrary at any time prior to creation of the Funded Tranche, including, without limitation, following delivery by the Administrative Agent of a draft of the Funded Tranche confirmation (including the Term SOFR Loan Interest Rate and the Funded Tranche Maturity)); (B) Funded Tranches will reduce Facility Availability on a dollar-for-dollar basis when created and will increase Facility Availability on a dollar-for-dollar basis when repaid (so long as the Uncommitted Tranche remains available); (C) At the time of the creation of any Funded Tranche, Funded Tranches in the aggregate shall not exceed 50% of Facility Availability; (D) Funded Tranches will be pari passu with any other Funded Tranches and the credit facility created by this Credit Agreement; and (E) Funded Tranche repayments may not be reborrowed. (ii) Upon request of Lenders holding the majority of the allocable amount of a Funded Tranche, the Administrative Agent shall demand repayment of the Obligations under such Funded Tranche in accordance with Section 3.4(a) (Administrative Agent Demand). 2.2 Revolving Loans and Use of Proceeds (a) Subject to the terms hereof, any Borrower may borrow, repay without penalty, and re-borrow Loans. (b) Neither the Administrative Agent nor any Lender shall have any obligation to confirm that any Borrower’s use of Utilization proceeds is permitted by its Fund Documents. (c) All Loans shall be Term SOFR Loans unless otherwise provided herein, and each Term SOFR Loan shall automatically be continued, at the end of each Interest Rate Reset Period, for an additional Interest Rate Reset Period. 2.3 Loan Procedures (a) Loan Requests (i) A Borrower may request a Loan by delivering: (A) a Loan Request, (B) and any information necessary for the Administrative Agent to update the Borrowing Base Certificate to reflect Excluded Investors. (ii) Each Loan Request shall be received by the Administrative Agent: (A) if Goldman Sachs Bank USA is the only Lender hereunder, by 3:00 PM ET, one (1) Business Day prior to the requested Utilization Date; and (B) if there are two (2) or more Lenders hereunder, by 3:00 PM ET, three (3) Business Days prior to the requested Utilization Date. (iii) The Administrative Agent will not consider any Loan Request unless the Facility Availability is greater than zero. USActive 60742384.160742384.3 13

 
(iv) Following receipt of a Loan Request, the Administrative Agent shall notify each Lender of the amount of Loans that such Lender will be allocated to fund (in the case of Loans under the Uncommitted Tranche) on the Utilization Date. (b) Funding Procedures (i) The Administrative Agent shall promptly notify the Borrower if any Lender notifies the Administrative Agent that such Lender elects not to fund a Loan under the Uncommitted Tranche. (ii) If a Lender elects to fund a Loan under the Uncommitted Tranche, such Lender shall wire transfer the requested funds by 11:00 a.m. ET on the funding date requested in the Loan Request. (iii) Upon satisfaction of the conditions to funding set forth in the Loan Documents as determined by the Administrative Agent in its reasonable discretion, the Administrative Agent shall promptly deposit such proceeds in same day funds in the account specified in the applicable Loan Request. (c) Funding by Lenders; Presumption by the Administrative Agent. (i) The Administrative Agent may assume that each Lender will make each Lender’s requested Loan amount available to the Administrative Agent on any Utilization Date (unless the Administrative Agent has received prior notice to the contrary from such Lender), and in its sole discretion, make available to the Borrower a corresponding amount. (A) If the Administrative Agent has funded any amount to the Borrower but such corresponding amount is not funded to the Administrative Agent, then the Administrative Agent shall be entitled to recover such amount on demand from such Lender with interest thereon, for each day from such Utilization Date until the date such amount is paid to the Administrative Agent, at the rate set by the Administrative Agent for the correction of errors among banks for 3 Business Days, and thereafter at the Interest Rate. (B) If such Lender does not pay such amount upon demand by the Administrative Agent, the Administrative Agent shall notify the Borrower and the Borrower shall pay such amount to the Administrative Agent with interest thereon, on or prior to the next Interest Payment Date, for each day from such Utilization Date until the date such amount is paid to the Administrative Agent, at the Interest Rate. (ii) Nothing in this Section 2.3(c) shall relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 2.3(c) shall be conclusive, absent manifest error. 2.4 Interest Rates (a) Interest Rate The unpaid principal of each Loan shall bear interest at a rate per annum equal to the Interest Rate. (b) Determination of Interest Rate USActive 60742384.160742384.3 14

 
(i) The Administrative Agent shall determine the Interest Rate applicable to each Loan (such determination to be conclusive absent manifest error). (ii) Interest shall be calculated on the basis of a 360-day year and actual days elapsed. (c) Default Rate Upon an Event of Default, all Obligations shall bear interest at the Interest Rate plus 2% (the “Default Rate”), and, if any defaulted amount remains unpaid for 90 days, thereafter the Default Rate shall be the Interest Rate plus 4%. 2.5 Fees (a) Unless otherwise set forth herein or in any Fee Letter, all fees set forth in Section 1.1(a) (Economic Terms) shall be: (i) paid quarterly in arrears; and (ii) due on the Interest Payment Date immediately following each quarterly anniversary of the Closing Date. (b) The Administrative Fee for the first year shall be fully earned (but not payable) on the Closing Date. Accordingly, if this Credit Agreement is terminated by the Borrower prior to the payment of the first year of installments of the Administrative Fee, the remaining installments shall be immediately due. (c) Prior to reducing the aggregate Facility Limit below $100,000,000, the Administrative Fee shall be adjusted as agreed between the Borrower and the Administrative Agent. 2.6 Capitalization of Interest and Fees If a Borrower requests the capitalization of accrued interest or any Fee at least 3 Business Days prior to an Interest Payment Date or the applicable fee payment date, a Lender may agree to capitalize such interest or fee by making a Loan to the Borrower in the amount thereof. 2.7 Facility Increase or Decrease The Facility Limit may be increased or decreased, by executing an amendment that documents such increase or decrease. 2.8 Ratable Sharing If any Lender receives payment or reduction of a proportion of the aggregate amount of any amounts then due and owing to such Lender under the Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall: (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations in the Aggregate Amounts Due to the other Lenders so that all recoveries shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them. USActive 60742384.160742384.3 15

 
3. PAYMENTS 3.1 Voluntary Prepayments Any Borrower may prepay the outstanding Obligations without premium or penalty. 3.2 Payment of Obligations (a) All outstanding Obligations shall be due and payable no later than the Maturity Date. (b) All payments under this Credit Agreement shall be indefeasibly paid to the Administrative Agent, for the account of the Lenders to which such payment is owed: (i) without condition or deduction for any setoff, defense, recoupment or counterclaim; and (ii) in the currency in which they were funded. (c) Payments under this Credit Agreement shall be applied, for each Lender, first to the Uncommitted Tranche; provided the applicable Borrower may prepay outstanding Funded Tranche Obligations ahead of the Uncommitted Tranche. (d) If any payment becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next Business Day. (e) Funds received after 3:00 p.m. ET shall be treated as received by the Administrative Agent on the next Business Day. (f) Each Lender shall be entitled to receive its Applicable Percentage (or other applicable share as provided herein) of each payment received by the Administrative Agent hereunder for the account of a Lender, which payment shall be promptly distributed to such Lender’s lending office. 3.3 Required Period (a) “Required Period” means promptly, and if it is necessary to issue a Capital Call to fund the required payment, within 15 Business Days. (b) Unless the Administrative Agent agrees otherwise, in writing and in its reasonable discretion, upon the earlier of any Borrower Party’s (x) knowledge of any Mandatory Prepayment Event, or (y) receipt of notice thereof from the Administrative Agent: (i) a Capital Call sufficient to make the required payment shall be issued within 5 Business Days, (ii) such Capital Call shall require Investors to fund Capital Contributions within the Required Period, and (iii) such required payment shall be paid within the Required Period, unless otherwise specified herein. 3.4 Mandatory Prepayment Events “Mandatory Prepayment Event” means each of the following: (a) Administrative Agent Demand If the Administrative Agent demands repayment of the Obligations, the Borrower shall repay the Obligations on or prior to the Maturity Date. USActive 60742384.160742384.3 16

 
(b) Partial Repayments (i) Minimum Capital Contributions If the Investors have funded less than 5% of their Capital Commitments, the Borrower shall repay each Loan within 120 days after such Loan was funded. (ii) Borrowing Base Deficiency If Facility Availability is less than zero, the Borrower shall repay an amount sufficient to cause Facility Availability to be greater than or equal to zero within the Required Period, including as a result of: (A) Investor Transfers If any portion of an Investor’s Capital Commitment is to be transferred to an Investor that has not yet been approved by the Administrative Agent, the Administrative Agent shall recalculate Facility Availability by removing the to-be-transferred Capital Commitment (or portion thereof) from the calculation of Borrowing Base Availability and, in each case, only to the extent thereof. (B) Excused Investors If an Investor exercises any excuse right or, to the knowledge of any Borrower Party, will be excused from participating in an investment, the Administrative Agent shall recalculate Facility Availability by removing from the calculation of Borrowing Base Availability the portion of such Investor’s Capital Commitment that may not be called to repay the Obligations, as calculated by the Administrative Agent in its reasonable discretion. (C) Excluded Investors If an Investor becomes an Excluded Investor, the Administrative Agent shall recalculate Facility Availability by removing the now-Excluded Investor (or the portion of such Investor’s Capital Commitment subject to exclusion) from the calculation of Borrowing Base Availability. (iii) Debt Limitations If the Primary Obligations plus other liabilities of any Borrower or Guarantor exceed the maximum amount or the maximum duration of indebtedness permitted by the Fund Documents (the “Debt Limitations”), then the Borrower shall repay the amount of Primary Obligations or other indebtedness sufficient to comply with the Fund Documents. (c) Full Repayments If any of the following occurs, the Borrower shall repay the Obligations within the Required Period: (i) Ability to Call Capital Suspended, Terminated or Conditioned If (A) Capital Commitments may not be called to pay the Obligations, without meeting any special conditions (including the use or timing of any Utilization) or (B) additional conditions or requirements are imposed on the Investor’s USActive 60742384.160742384.3 17

 
obligations to fund Capital Contributions for purposes of repaying the Obligations. (ii) Delinquent Investors (10%) Investors with Capital Commitments exceeding 10% of the aggregate Capital Commitments become Delinquent Investors. (iii) Failure to Pay Interest or Fees Any Borrower fails to pay accrued interest or fees when due, and such failure continues for 3 Business Days. (iv) Breach of Loan Documents Any Borrower Party materially breaches any Loan Document, as reasonably determined by the Administrative Agent, and such failure continues for 3 Business Days. (v) Adviser Events Any Adviser withdraws, is removed, or ceases to be the Adviser of a Borrower, Guarantor, unless such Adviser is replaced by an Affiliate thereof that is approved by the Administrative Agent in its reasonable discretion. (vi) Judgments and Cross Defaults There is a final unpaid judgment (unless the final judgment is stayed, covered by insurance, or bonded, and any related Lien is removed) or default on indebtedness in excess of the Judgment Threshold. 3.5 Interest Payments (a) Interest Accrual (i) When Loan proceeds are wire transferred pursuant to instructions from a Borrower, then such Loan shall be considered funded at the time of the wire transmission. (ii) Interest on outstanding Loans shall begin to accrue on the date funded, notwithstanding whether or not any Borrower receives the benefit of such Loan on such date. (iii) Interest shall continue to accrue on outstanding Loans until repayment has been received by the Administrative Agent, in the Administrative Agent Account. (b) Interest Payment Date Accrued interest on the Primary Obligations shall be due and payable, in arrears, on the tenth day of each month (or, if such date is not a Business Day, the next Business Day after such date) and the Maturity Date (the “Interest Payment Date”). USActive 60742384.160742384.3 18

 
4. REPORTING AND NOTICES 4.1 Notice Procedures (a) All notices shall be in writing, to the respective addresses set forth on Schedule 1.1 hereto, and effective as follows: (i) by email, upon the sender’s receipt of a return email from the other party, except that return emails sent outside of normal business hours shall be deemed received on the next Business Day; (ii) by FedEx or other nationally recognized courier service, or U.S. registered or certified mail, return receipt requested, when received at such address; (iii) by hand delivery, when delivered to such address; and (iv) by posting to an electronic portal when accessed by the other party. (b) The parties may change their contact details by written notice to the other parties. 4.2 Event Based Reporting Upon becoming aware of any of the following, the Borrower Parties shall deliver notice, in a form and substance reasonably satisfactory to the Administrative Agent, as follows: (a) Transfer, Redemption or Withdrawal of Capital Commitments prior to transferring, redeeming or withdrawing any portion of an Investor’s Capital Commitment; (b) Mandatory Prepayment Events and Events of Default within 1 Business Day, of any Mandatory Prepayment Event or Event of Default; (c) New or Increased Capital Commitments within 5 Business Days of any new Investor joining a Guarantor, or any existing Investor increasing its Capital Commitment, together with: (i) relevant Subscription Documents; and/or (ii) documentation of each increase; (d) Capital Calls within 3 Business Days of any Capital Call (or return of Recallable Capital) (x) the corresponding Capital Call notice or Recallable Capital notice, provided, that the Borrower Parties may satisfy their obligations under this Section 4.2(d)(x) by posting such information or notices to an investor portal or other electronic data site to which the Administrative Agent has been provided access and (y) an updated Borrowing Base Certificate reflecting the same; (e) Investor Exclusion Events within 3 Business Days of any Investor becoming an Excluded Investor; (f) Adviser and Fund Sponsor Events USActive 60742384.160742384.3 19

 
within 3 Business Days of: (i) the Adviser’s or Fund Sponsor’s Investor interest being pledged; (ii) any Investor notifying a Borrower Party of its intent to remove the Adviser; (iii) the Fund Sponsor no longer acting as the Adviser under the Management Agreement; (iv) the occurrence of a Key Person Event; or (v) the occurrence of a Lock-Up Suspension Period. (g) Material Adverse Effect within 3 Business Days of any circumstance that could reasonably be expected to have a material adverse effect (“Material Adverse Effect”) on: (i) the validity or enforceability of any Loan Document, or the Administrative Agent’s rights and remedies thereunder; (ii) the Administrative Agent’s perfected, first priority security interest in the Collateral (subject to Permitted Liens); (iii) the ability of any Borrower Party or the Fund Sponsor to fulfill its obligations under the Loan Documents or the Fund Documents; or (iv) the operations, business, assets, liabilities or financial condition of the Borrower Parties, taken as a whole. 4.3 Quarterly and Annual Reporting The Borrower Parties shall deliver the following, in a form and substance reasonably satisfactory to the Administrative Agent: (a) Annual Financial Statements As soon as available, but no later than the earlier of: (x) the date such financial statements are made publicly available; (y) the date such financial statements are filed with the Securities and Exchange Commission; or (z) 120 days after the end of each Reporting Party’s fiscal year, (i) an audited report setting forth, as of the end of such fiscal year, each Reporting Party’s consolidated balance sheet, income statement, and related notes, (ii) an unqualified opinion of a nationally-recognized firm of independent certified public accountants, stating that such financial statements present fairly the financial condition and results of operations of each Reporting Party (without qualification, exception or any other statement which has the effect of modifying the opinion given therein), and (iii) any reports delivered to the Investors, as a group, regarding investments or the performance of the Borrower Parties. (b) Investor Contact Details USActive 60742384.160742384.3 20

 
Concurrently with annual financial statements, and within 3 Business Days of reasonable written request by the Administrative Agent, the current contact details of each Investor, in each case only if the contact details have changed since their last delivery. (c) Quarterly Financial Statements As soon as available, but no later than the earlier of: (x) the date such financial statements are made publicly available; (y) the date such financial statements are filed with the Securities and Exchange Commission; or (z) 90 days after the end of each of the first 3 fiscal quarters of each Reporting Party, (i) an unaudited report setting forth, as of the end of such fiscal quarter, each Reporting Party’s balance sheet, income statement, and related notes, and (ii) any reports delivered to the Investors, as a group, regarding investments or the performance of the Borrower Parties. (d) Compliance Certificate and Organization Chart Concurrently with financial statements, a compliance certificate in the form of Exhibit C, and a current structure chart of the Borrower Parties, if the chart has changed since its last delivery. 4.4 Disclosure of Credit Agreement After the Closing Date, annual financial statements provided to Investors shall describe this Credit Agreement and the related pledge of Collateral. 4.5 Other Reporting Other information reasonably requested by the Administrative Agent. 5. COVENANTS Each Borrower Party covenants that: 5.1 Equity Interests and Capital Commitments (a) Negative Pledge No Lien on the Collateral, other than Permitted Liens, shall be created, permitted or suffered to exist. (b) Capital Calls (i) All instructions to the Investors to deliver capital shall be in the form of Capital Calls, directed exclusively to, and deposited only in, the Collateral Account. (ii) Other than as expressly permitted by the Operative Documents (excluding any general power and authority of the Guarantor or the Adviser to compromise or release an Investor’s obligation to make a Capital Contribution) or by a Side Letter reviewed by the Administrative Agent, (A) no Capital Commitment shall be cancelled, suspended, excused, reduced, redeemed, repurchased, relieved, delayed, postponed, compromised, abated or otherwise modified (including in connection USActive 60742384.160742384.3 21

 
with any investment), in each case except for an Investment Exclusion Event, (B) and no agreement shall be made that would restrict or limit the ability to make Capital Calls. (c) Use of Collateral Account (i) Each Capital Call Collateral Account shall be used solely for receipt of Capital Contributions. (d) Limitation on Distributions (i) No dividend or distribution shall be made to any Investor, Adviser or Fund Sponsor while an Account Control Event exists; provided that, notwithstanding the foregoing, after the occurrence and during the continuance of a Mandatory Prepayment Event, (A) if a Borrower Party qualifies as a REIT, such Borrower Party shall have the right to make distributions or pay dividends to its shareholders (solely from sources other than Collateral) in an aggregate amount not to exceed the amount required for such Borrower Party to maintain its status as a REIT for federal and state income tax purposes and avoid the imposition of U.S. federal income or excise taxes (a “Permitted REIT Distribution”), as certified in a Tax Distribution Notice delivered to the Administrative Agent prior to the applicable distribution; and (B) with the prior written consent of the Administrative Agent, the Borrower Parties shall have the right to make payments or distributions to the Adviser for any accrued management fees (but, for the avoidance of doubt, not any incentive fees, carried interest or other similar payments) due and owing under the applicable Fund Documents in an amount to be agreed in writing between the Administrative Agent and such Borrower Party prior to such payment. (ii) Distributions to Investors from the proceeds of any Utilization, to the extent permitted under the Fund Documents, may be made only with the Administrative Agent’s prior written consent. (iii) Nothing in this Section 5.1(d) shall limit distributions from a Borrower to a Guarantor. (e) Sanctions No Borrower Party, Affiliate thereof or Investor shall be a Sanctioned Person. The Adviser shall not be a Sanctioned Person. (f) Aggregate Net Capital Contributions The Guarantor shall cause aggregate net Capital Contributions of the Investors to be at least 10% of the net cost of investments, provided that compliance with this covenant shall be measured as of the date that is 30 days after the end of each calendar quarter, and no breach shall occur if any noncompliance is remedied by issuing a Capital Call within 5 Business Days of such date and the related Capital Contributions are received within 15 Business Days of such date. USActive 60742384.160742384.3 22

 
5.2 Borrower Parties The Borrower Parties: (a) Amendment of Fund Documents (i) Procedure Except as specified below, shall, prior to executing any amendment, modification, or termination of any Fund Document (“Proposed Amendment”), deliver a copy to the Administrative Agent. (A) The Administrative Agent shall determine, in good faith, whether a Proposed Amendment is a Material Amendment within 5 Business Days of receipt, and, if so, the Required Lenders will determine whether the Proposed Amendment is acceptable, within 5 Business Days of receipt of notice from the Administrative Agent. Any Proposed Amendment that the Administrative Agent determines is not a Material Amendment may be executed without further consent. (B) Each executed amendment of any Fund Document shall be delivered to the Administrative Agent within 3 Business Days. (ii) Material Amendments Shall not amend, modify or terminate any Fund Document in any way that is adverse to the Lenders or the Administrative Agent, in the opinion of the Administrative Agent (a “Material Amendment”), including any amendment or modification that relates to: (A) each Borrower’s power to borrow, (B) each Guarantor’s power to guaranty indebtedness, (C) each Investor’s obligation to fund Uncalled Capital Commitments, (D) the validity or enforceability of the Capital Commitments, (E) or the Administrative Agent’s right, title or interest in the Collateral. (iii) Notwithstanding the foregoing, each Borrower Party may, without the consent of the Administrative Agent or the Lenders, amend its Fund Documents (x) to admit new Investors and (y) to reflect transfers of Investor interests, in each case to the extent permitted by, and in accordance with, this Credit Agreement; provided that such Borrower Party shall provide prior written notice to the Administrative Agent of any such amendment, along with copies of each executed, filed or otherwise effective document relating thereto, within 3 Business Days thereof. (b) Formation of Operative Document Alternative Investment Vehicles (i) Shall not, without the Administrative Agent’s prior written consent (not to be unreasonably withheld), form any Operative Document Alternative Investment Vehicle that is permitted to make or receive Capital Calls, or transfer or direct any Capital Commitment or Capital Contribution to an Operative Document Alternative Investment Vehicle. USActive 60742384.160742384.3 23

 
(ii) Any such Operative Document Alternative Investment Vehicle shall be required to join this Credit Agreement. (c) Debt Limitations Shall comply with the Debt Limitations under the Operative Documents. (d) Transactions with an Affiliate of a Lender (i) Shall not knowingly allow the proceeds of any Utilization to be used for the benefit of, or transferred to, an Affiliate of a Lender, such as by using the proceeds to repay an extension of credit from an Affiliate of a Lender or to purchase an asset from an Affiliate of a Lender, or to purchase a security issued or underwritten by an Affiliate of a Lender, in each case, without such Lender’s prior written consent. (ii) If any proceeds of a Utilization are used for the benefit of, or transferred to, an Affiliate of a Lender, the Borrower shall pay such Lender’s increased cost of capital and funding incurred as a result of its compliance with Section 23A of the Federal Reserve Act, which may, in such Lender’s sole discretion, be by reliance on the exemption in section (d)(4) of Section 23A of the Federal Reserve Act to the extent of any such proceeds, on the later of the Required Period or the next Interest Payment Date. As used in this clause (d), “Affiliate” has the meaning given to such term in Section 23A of the Federal Reserve Act. (e) Mergers and Business Formalities (i) Shall not: (A) commingle its funds with the funds of any other Person, (B) merge or consolidate unless such Borrower Party is the surviving entity, or (C) change its name, jurisdiction of organization or principal place of business without providing at least 10 Business Days’ prior written notice to the Administrative Agent. (ii) Shall: (A) maintain its existence, registration, and all material government licenses, permits and approvals, (B) conduct and present itself as a separate entity, and maintain separate books and records, (C) maintain all business organization formalities, (D) and conduct all transactions with Affiliates on an arm’s length basis. (f) Fiscal Year and Accounting Method Shall not change its fiscal year or accounting method without the Administrative Agent’s prior written consent, unless required by the Internal Revenue Code (in which case, the Administrative Agent shall be notified immediately). USActive 60742384.160742384.3 24

 
(g) Access to Books and Records Shall give the Administrative Agent (and its agents) access, upon 3 Business Days’ prior notice, to examine and copy the Borrower Parties’ books and records and inspect their properties during normal business hours. (h) Compliance with Fund Documents and Use of Proceeds Shall: (i) comply with the Fund Documents; and (ii) use the proceeds of Loans and Capital Calls only for purposes permitted by the Fund Documents. (i) Payment of Taxes Shall pay all Taxes imposed upon it or its income, profits, or properties before delinquent, if such failure would have a Material Adverse Effect, other than Taxes being contested in good faith by appropriate proceedings and for which appropriate reserves have been established. (j) Operations and Properties Shall act prudently, in accordance with industry standards, in managing or operating its business, investments, assets and properties, and shall maintain them in good working order and condition, ordinary wear and tear excepted. (k) Compliance with Law Shall comply with all Laws of any Governmental Authority, including environmental Laws and ERISA, if non-compliance would have a Material Adverse Effect. 6. REPRESENTATIONS Each Borrower Party represents, as of the Closing Date, each Utilization Date, and the date of each Facility Limit increase, that: 6.1 Equity Interests and Capital Commitments (a) Subscription Documents (i) The Fund Documents set forth the entire agreement regarding each Investor’s Capital Commitment. (ii) Each Investor’s Subscription Document has been delivered to the Administrative Agent. (b) Capital Commitments and Contributions (i) Under the Fund Documents, Uncalled Capital Commitments may be called at any time to repay the Obligations. (ii) All Capital Calls and other information necessary to update the Borrowing Base Certificate has been delivered to the Administrative Agent. (iii) The most recently updated Borrowing Base Certificate correctly sets forth the names and Capital Commitments of each Investor. USActive 60742384.160742384.3 25

 
(c) No Defenses No Borrower Party knows of: (i) any claim of offset, recoupment or other claim which could adversely affect the Investors’ obligation to fund Capital Calls, or (ii) any default or circumstance which, with the passage of time or giving of notice, would constitute a defense to the Investors’ obligation to fund Capital Calls. 6.2 Borrower Parties (a) Organization and Good Standing (i) It is duly formed, validly existing and in good standing under the Laws of the jurisdiction where it was organized, (ii) it has the requisite power and authority to own its assets and conduct its business, and (iii) it is qualified to do business in every jurisdiction in which qualification is required, if failure to qualify would have a Material Adverse Effect. (b) Authorization and Power Each Borrower Party has the power and authority to execute, deliver and perform its obligations under the Loan Documents and its Fund Documents. (c) Enforceable Obligations The obligations of each Borrower Party under the Loan Documents are binding and enforceable. (d) Priority of Liens Other than any Permitted Lien, no Borrower Party, nor, to the knowledge of any Borrower Party, any Investor, has pledged any portion of its interest in a Borrower or Guarantor, except as disclosed to the Administrative Agent. (e) Full Disclosure The information (other than financial projections) provided by the Borrower Parties to the Administrative Agent in writing is accurate in all material respects as of the date as of which such information was stated or deemed stated. (f) Material Adverse Effect No Material Adverse Effect has occurred and is continuing. (g) Margin Stock No Loan proceeds shall be used, directly or indirectly, in violation of Regulations U or X of the Federal Reserve System. (h) Solvency USActive 60742384.160742384.3 26

 
Each Borrower Party is Solvent; and all Borrowers and Guarantors, taken as a whole, are Solvent. (i) Sanctions No Borrower Party or Affiliate thereof is a Sanctioned Person. To each Borrower Party’s knowledge, no Investor is a Sanctioned Person. (j) No Conflicts or Consents (i) The execution, delivery and compliance with the Loan Documents will not conflict with any agreement or Law by which such Borrower Party is bound, including the Fund Documents. (ii) No consent, approval, authorization or order of any Governmental Authority, Investor or third party is required to execute, deliver and comply with the Loan Documents, other than those already obtained as of the date hereof. (k) Investment Company Act No Borrower Party is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940. (l) Taxes Each Borrower Party has filed all tax returns required to be filed in any jurisdiction, and paid all Taxes, if such failure would have a Material Adverse Effect, other than Taxes being contested in good faith by appropriate proceedings and for which appropriate reserves have been established. (m) Litigation and Environmental Liability No Borrower Party has received written notice of any Proceeding or environmental liability, or is aware of any pending or threatened Proceeding or environmental liability, that would have a Material Adverse Effect. (n) Compliance with Law The Borrower Parties are in compliance with all Laws, including environmental Laws, that would have a Material Adverse Effect. (o) ERISA (i) Each Primary Obligor is an ERISA Operating Company or meets an exception to holding ERISA Plan Assets under the ERISA Plan Asset Regulations. (ii) No Primary Obligor or member of an ERISA Controlled Group has established or maintains any ERISA Plan or has any liability with respect to any ERISA Plan. (iii) Assuming that no portion of the Loan is funded with ERISA Plan Assets, unless the applicable Lender is relying on a prohibited transaction exemption, the conditions of which have all been satisfied, the execution, delivery and performance of the Loan Documents and the enforcement of Capital Calls against the Investors pursuant to the terms of this Credit Agreement, and the borrowing and repayment of Loans under this Credit Agreement, do not and will not constitute a non-exempt prohibited transaction under Section 406(a) USActive 60742384.160742384.3 27

 
of ERISA or Section 4975(c)(1)(A) - (D) of the Internal Revenue Code that would subject such Lender to any tax, penalty, damages or other claim under the Internal Revenue Code or ERISA. 7. EVENTS OF DEFAULT AND REMEDIES 7.1 Events of Default Any of the following shall be an event of default (“Event of Default”). (a) Breach of Mandatory Prepayment Events Any failure to comply with Mandatory Prepayment Events, including any failure to issue a Capital Call as required by Section 3.3 (Required Period). (b) Voluntary Bankruptcy Any Borrower Party or the Adviser avails itself of any Debtor Relief Law. (c) Involuntary Bankruptcy Any Borrower Party or the Adviser, or a material part of its assets, becomes the subject of any Debtor Relief Law, (i) which continues undismissed or unstayed for 60 days, (ii) or under which a court or other Governmental Authority, (A) enters an order for relief or a judgment approving a petition for reorganization or liquidation, or (B) appoints a trustee, receiver, custodian, intervenor, liquidator, administrator or similar entity. (d) Insolvency, Liquidation or Dissolution Any Borrower Party or the Adviser: (i) becomes Insolvent, (ii) makes a general assignment for the benefit of creditors, or (iii) is liquidated or dissolved. 7.2 Remedies Upon an Event of Default, (a) the Maturity Date shall automatically occur; (b) the Obligations shall be automatically due and payable; (c) the Uncommitted Tranche and each Funded Tranche shall automatically terminate; and (d) the Administrative Agent may immediately: USActive 60742384.160742384.3 28

 
(i) exercise exclusive control of each Collateral Account; and (ii) issue Capital Calls directly to the Investors. 7.3 Additional Rights of the Administrative Agent During any Event of Default, the Administrative Agent is authorized, in the name of the Administrative Agent or in the name of any Borrower Party or the Adviser, as applicable, to: (a) control the issuance of Capital Calls and notify the Investors of the Event of Default; (b) notify the Investors to fund Capital Contributions directly to the Administrative Agent or to any other account; (c) complete existing agreements and make allowances and adjustments related to the payment of Capital Commitments, and compromise any claims related thereto; (d) issue a receipt to any Investor that funds a Capital Contribution, which receipt shall be a complete release of such Investor with respect thereto; (e) endorse the name of any Borrower Party or the Adviser on any check, draft, instrument, instruction, or document evidencing payment of a Capital Contribution; (f) perform any covenant, duty, or agreement on behalf of any Borrower Party, and such Borrower Party shall promptly reimburse the Administrative Agent for any expense related thereto, together with interest thereon at the Default Rate from the date of such expenditure until paid; (g) enforce any right or remedy in the Loan Documents, or available at Law or in equity; (h) commence any Proceeding to collect payment of the Capital Commitments; and (i) exercise remedies against any Borrower Party and its assets separately, whether or not the Administrative Agent exercises remedies against any other Borrower Party or its assets, and enforce any Borrower Party’s obligations without enforcing any other Borrower Party’s obligations. Further, the Administrative Agent is granted an irrevocable power of attorney, coupled with an interest, to carry out all acts and execute all checks, drafts, instruments, instructions, or other documents, on behalf of the Borrower Parties, that are necessary or advisable in the Administrative Agent’s sole discretion, to effect repayment of the Obligations and protect the Collateral. If the Administrative Agent forecloses, or exercises any similar remedy under the Collateral Documents, such remedy shall reduce the Obligations only to the extent of the cash proceeds actually realized by the Administrative Agent (or the Administrative Agent’s credit bid). All of the foregoing remedies and rights of the Administrative Agent may be undertaken without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower Parties and the Adviser. 7.4 Application of Payments Any amounts received during an Event of Default on account of the Obligations shall be applied in the following order: (a) against all reasonable and documented costs and expenses (including attorneys’ fees) arising hereunder; USActive 60742384.160742384.3 29

 
(b) against accrued interest on the Obligations; (c) against the Primary Obligations; (d) against any remaining portion of the Obligations; and (e) the balance, after all Obligations have been indefeasibly paid in full, to each Borrower or as required by Law. 7.5 Set-Off (a) During any Event of Default, each Lender is authorized, with the consent of the Administrative Agent but without notice to any other Person, to set off any and all deposits and any other indebtedness held or owing by such Lender to or for the credit or the account of any Borrower Party against and on account of the obligations and liabilities of any Borrower Party to the Lenders under the Loan Documents. (b) The rights of each Lender under this Section 7.5 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. 8. MISCELLANEOUS PROVISIONS 8.1 Amendments; Waivers (a) Administrative Agent’s Consent. (i) All amendments of this Credit Agreement must be executed and delivered by the Administrative Agent and the Borrower. (ii) All waivers and consents under this Credit Agreement must be in writing and delivered by the Administrative Agent to the Borrower. (b) Lenders’ Consent. Without the written consent of each Lender affected thereby, no amendment, waiver, or consent shall be effective if the effect thereof would: (i) extend the scheduled final maturity of any Loan or Note; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment including a Mandatory Prepayment Event); (iii) reduce the rate of interest or fee on any Loan; (iv) extend the time for payment of any such interest or fee; (v) reduce the principal amount of any Loan; (vi) amend, modify, terminate or waive any provision of this Section 8.1; or (vii) release all or any material portion of the Collateral. (c) No failure or delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any partial exercise of any right preclude any additional exercise thereof. (d) Each waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given, and shall not be construed as a waiver or consent for any other purpose. USActive 60742384.160742384.3 30

 
(e) No course of dealing or conduct shall affect the Administrative Agent’s or any Lender’s rights hereunder or be construed as a waiver of such rights. 8.2 Borrower Provisions (a) Payment of Expenses Each Borrower shall pay the Administrative Agent’s reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) for drafting and negotiating the Loan Documents, the administration and enforcement of this credit facility (including the addition of Investors), and any amendments hereto. (b) Further Assurances Each Borrower Party shall, promptly upon the request of a Lender, execute and deliver any replacement Promissory Note, and promptly upon the request of the Administrative Agent, take any action necessary or appropriate to correct any error discovered in any Loan Document or filing related thereto, maintain the Collateral (including the perfection and priority of intended liens), and carry into effect the intent of the Loan Documents. (c) Subordination of Claims and Rights (i) All payments and advances made, directly or indirectly, by any Borrower Party to another Borrower Party, the Adviser or an Investor, on any debts or liabilities now existing or hereafter arising, and all Liens securing such payments, shall be subordinate to the Obligations, and all Liens securing payment thereof; provided, such payments may be made so long as: (A) no Account Control Event exists or would result therefrom; and (B) no Borrower Party would become Insolvent as a result thereof. (ii) Management fees for regular, ordinary course asset management activities, excluding performance fees, incentive fees, and fees representing a carried interest, may be paid from investment proceeds at any time. (iii) During an Event of Default, the Borrower Parties shall not take any action against any Investor, including the exercise or enforcement of any right under the Fund Documents, without the Administrative Agent’s prior written consent. (d) Indemnification The Borrower Parties agree to indemnify the Administrative Agent, the Lenders, and their respective officers, directors, employees and agents (“Indemnitees”) against all losses, claims, actions, judgments, penalties, damages, liabilities, and expenses (including reasonable and documented attorneys’ fees and expenses) (“Claims”) incurred by or asserted against any Indemnitee, arising out of or related to: (i) the use or misuse of Loan proceeds; (ii) the execution or enforcement of any Loan Document, or any transaction contemplated thereby, whether or not any Indemnitee is a party thereto; and USActive 60742384.160742384.3 31

 
(iii) any gross negligence, fraud, willful misconduct, or breach by any Borrower Party or its Affiliates of any Loan Document or environmental Laws (notwithstanding the acts or omissions of any Indemnitee); provided, however, that this indemnity shall not apply to any Claims arising from the gross negligence, fraud or willful misconduct of an Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable decision. Additionally, this Section 8.2(d) shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim. (e) Waiver of Consequential Damages Etc. (i) Each Borrower Party waives, to the fullest extent permitted by Law, any Claim against any Indemnitee for special, indirect, consequential or punitive damages arising out of or related to any Loan Document. (ii) The Indemnitees shall not be liable for any Claim arising out of or related to the use by unintended recipients of any information distributed by electronic telecommunications, the internet or other information transmission systems in connection with the Loan Documents, in each case except to the extent such use giving rise to such Claim is the direct result of such Indemnitee’s gross negligence, fraud, or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. (f) Recourse Liability (i) Neither the Investors nor Adviser shall have any liability for the payment or performance of the Obligations, except that losses arising from a Borrower Party’s intentional misconduct, fraud, or willful misapplication of Loan proceeds shall be fully recourse to the Guarantor. (ii) The payment of the Obligations shall be non-recourse to the Investors and the Adviser. (g) ERISA Compliance (i) No Primary Obligor or any member of an ERISA Controlled Group shall establish, maintain or contribute to or become obligated to make any contribution to, or incur any liability with respect to, any ERISA Plan, and no Primary Obligor shall have any employees. (ii) No Primary Obligor shall allow its assets to constitute ERISA Plan Assets. (iii) Assuming that no portion of the Loan is funded with ERISA Plan Assets, unless the applicable Lender is relying on a prohibited transaction exemption, the conditions of which have all been satisfied, no Primary Obligor 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 that would subject such Lender to any tax, penalty, damages or other claim under the Internal Revenue Code or ERISA. (h) ERISA Plan Assets (i) If any Primary Obligor: (A) provided a certificate of a Fund Responsible Officer pursuant to clause (h)(ii) on Annex IV, or USActive 60742384.160742384.3 32

 
(B) such Guarantor shall fail to meet another exception to holding Plan Assets, such Primary Obligor shall deliver an ERISA Operating Company Opinion, addressed to the Lenders (or a copy of such Primary Obligor’s ERISA Operating Company Opinion, together with an ERISA Reliance Letter with respect thereto). (ii) If any Primary Obligor provided an ERISA Operating Company Opinion pursuant to clause (h)(i) on Annex IV or Section 8.2(h)(i), such Primary Obligor shall provide to the Administrative Agent, by the 60th day of each ERISA Annual Valuation Period of such Primary Obligor, a certificate, addressed to the Administrative Agent, signed by a Fund Responsible Officer, certifying that such Primary Obligor has met the requirements to be an ERISA Operating Company for the twelve-month period following the end of such ERISA Annual Valuation Period. (iii) If such Primary Obligor does not have “significant” participation by ERISA Investors under ERISA, such Primary Obligor shall deliver to the Administrative Agent, concurrently with annual financial statements, a certificate certifying that the underlying assets of such Primary Obligor do not constitute ERISA Plan Assets because less than 25% of the total value of each class of equity interests in such Primary Obligor is held by “benefit plan investors” under Section 3(42) of ERISA. 8.3 Confidentiality (a) The Administrative Agent and each Lender shall maintain the confidentiality of all information (including financial statements, Capital Commitments, Fund Documents, investments under the Operative Documents, identities of the Investors, and any other data, records, reports and forecasts) disclosed by or on behalf of the Adviser, a Borrower Party or Investor to such Person or its attorneys, accountants, agents or service providers in connection with this Credit Agreement, in accordance with such Person’s customary procedures, but not any information that was publicly available prior to such disclosure (“Confidential Information”). (b) The Administrative Agent and the Lenders may disclose Confidential Information: (i) to any Person with the Borrower’s prior written consent; (ii) to its internal and external auditors, accountants, compliance personnel, attorneys, agents, and Affiliates; (iii) in the ordinary course of business for administrative, audit, reporting, compliance and regulatory purposes; (iv) to any Governmental Authority that asserts jurisdiction over such Person or its Affiliates, or as required by Law; (v) to an assignee or proposed assignee, provided that such party agrees in writing to keep such information confidential; (vi) to any nationally recognized statistical ratings organization (NRSRO) that is registered and approved by the Securities and Exchange Commission; (vii) to the Federal Reserve Bank of New York and any other Federal Reserve Bank; and USActive 60742384.160742384.3 33

 
(viii) in connection with the exercise of any remedy or Proceeding related to the Loan Documents. (c) In connection with any transaction in which a Borrower Party is a buyer of an asset for which the Administrative Agent, a Lender or an Affiliate thereof is advising the seller, such Person may inform its advisory client of the existence of this Credit Agreement if such Person determines it would be appropriate to do so. (d) Other than as permitted under clause (b) of this Section 8.3, neither the Administrative Agent nor any Lender shall provide or disclose any Confidential Information that identifies any specific Investor to any Lender other than Goldman Sachs Bank USA. 8.4 Assignments and Participations (a) Generally This Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (b) Right to Assign (i) Goldman Sachs Bank USA (as Lender) may pledge, transfer or assign its Loans or interest under this Credit Agreement in whole or in part to any Person, including a Federal Reserve Bank. (ii) Each Lender (other than Goldman Sachs Bank USA) shall have the right at any time to assign Loans or rights and obligations under this Credit Agreement in whole or in part to any Eligible Assignee upon the receipt of consent of the Borrower and the Administrative Agent (not to be unreasonably withheld); provided that no consent of the Borrower shall be required for an assignment of Loans after an Event of Default has occurred and is continuing. (c) Mechanics (i) Assignments and assumptions of Exposure by Lenders shall be effected by an executed Assignment and Assumption delivered to the Administrative Agent and effective when recorded in the Lender Register. (ii) The assignee shall deliver to the Administrative Agent (A) all forms, certificates or other evidence, if any, as the assignee may be required to deliver pursuant to Section 9.4 (Taxes) and (B) a registration and processing fee of $5,000 (except that no such registration and processing fee shall be payable in connection with an assignment by Goldman Sachs Bank USA or any Affiliate thereof). (d) Effect of Assignment Subject to the terms and conditions of this Section 8.4: (i) the assignee shall have the rights and obligations of a “Lender” hereunder as reflected in the Lender Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) upon recordation of the assignment in the Lender Register, the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which USActive 60742384.160742384.3 34

 
survive the termination hereof) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided that such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) Schedule 1.2 hereto shall be modified to reflect the Uncommitted Amount and Applicable Percentages of such assignee; and (iv) nothing contained herein shall prevent the assigning Lender or its Affiliate (including without limitation the Administrative Agent) from acting as servicer for the assignee Lender to collect payments and enforce the Obligations of the Borrower for the benefit of the assignee Lender. (e) Participations (i) Each Lender shall have the right at any time to sell one or more participations in all or any part of its Exposure to any Eligible Assignee upon the receipt of consent of the Administrative Agent; provided, that the participation will not give rise to increased costs or other amounts under Section 9.3 (Change in Law) or Section 9.4 (Taxes). (ii) The holder of any participation shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver described in Section 8.1(b) (Unanimous Lenders’ Consent) supporting the Loans hereunder in which such participant is participating. (f) Register The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the lenders, and the Loans of, and principal amounts (and stated interest) of the Loans owing to, each lender pursuant to the terms hereof from time to time (the “Lender Register”). The entries in the Lender Register shall be conclusive absent manifest error, and the parties hereto shall treat each person whose name is recorded in the Lender Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Lender Register shall be available for inspection by the parties hereto at any reasonable time and from time to time upon reasonable prior notice. (g) Borrower Party Assignments The Borrower Parties and the Adviser may not transfer or assign their interest under this Credit Agreement without the Administrative Agent’s prior written consent. Notwithstanding the foregoing or anything else in this Credit Agreement, Borrower Parties shall have the right to (a) enter into a services agreement with (1) a taxable REIT subsidiary of such Borrower Party or one or more of Borrower Party’s direct or indirect constituent owners or (2) a direct or indirect subsidiary of such taxable REIT subsidiary (each, a “TRS”), and have such TRS perform certain services (including, but not limited to, any non-customary services) with respect to the real property and (b) to implement customary structuring strategies for REIT compliance, including through the use of a TRS. 8.5 Other Miscellaneous Provisions (a) No Fiduciary Duty USActive 60742384.160742384.3 35

 
Neither the Administrative Agent nor any Lender shall have any fiduciary duty to any Borrower Party or any other Lender, and the relationship between the Administrative Agent, the Lenders and the Borrower Parties shall be solely that of lender and borrower. (b) Lending Office (i) Each Lender may designate its principal office or the office of an Affiliate as the office where it makes and maintains Loans, and where payments are credited (the “Lending Office”), (ii) and may change its Lending Office by written notice to the Administrative Agent and the Borrower. (iii) If requested by the Borrower, a Lender may designate a different Lending Office, if such designation would reduce the amount of compensation owed by the Borrower under Section 9, and would not, in such Lender’s good faith judgment, subject such Lender to any unreimbursed cost or expense or be otherwise disadvantageous to it. The Borrower shall pay all reasonable costs and expenses incurred by such Lender in connection with such change. (c) Survival Section 8.2(a) (Payment of Expenses), Section 8.2(d) (Indemnification) and Section 9 (Increased Costs, Term SOFR Unavailability and Taxes) shall survive termination of this Credit Agreement, regardless of the repayment of the Loans or the unenforceability of any Loan Document. (d) [Reserved]. (e) Maximum Interest The interest charged hereunder shall not exceed the highest rate permitted by Law. (f) Governing Law The Loan Documents shall be governed by the Laws of the State of New York. (g) Consent to Jurisdiction Any Proceeding against any Borrower Party, arising out of or related to any Loan Document, may be brought in the courts of the State of New York, or in the United States Courts in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, and each Borrower Party submits to the non-exclusive jurisdiction of such courts. (h) Consent to Service of Process and Forum (i) Each Borrower Party irrevocably consents to the service of any summons, complaint or other process served in any Proceeding arising out of or related to this Credit Agreement (“Service of Process”) in any Proceeding in said court by the mailing thereof by registered or certified mail, postage prepaid, to such Borrower Party’s notice address provided herein. (ii) [Reserved]. USActive 60742384.160742384.3 36

 
(iii) Each Borrower Party irrevocably waives any objection to the laying of venue of any Proceeding arising out of or related to this Credit Agreement or any Promissory Note brought in the courts located in the State of New York, Borough of Manhattan in New York City, and further irrevocably waives any claim that any Proceeding brought in any such court has been brought in an inconvenient forum. (i) Waiver of Trial by Jury EACH PARTY HERETO WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THE LOAN DOCUMENTS, WHICH WAIVER IS INFORMED AND VOLUNTARY. (j) Severability of Invalid Provisions If any provision of this Credit Agreement is held to be invalid or unenforceable, the remainder of this Credit Agreement shall not be affected or impaired thereby, and the parties shall, to the extent practicable, endeavor in good faith to replace such provision with a valid provision. (k) Entire Agreement The Loan Documents constitute the entire agreement of the parties, and supersede all prior agreements relating to the subject matter thereof. (l) Multiple Counterparts; Electronic Delivery This Credit Agreement may be executed in multiple counterparts, which may be delivered electronically. The words “execution,” “signed,” “signature,” and words of like import herein and in any document signed in connection herewith include electronic signatures or electronic records, which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based record, as provided for in any applicable Law, including any federal or state laws based on the Uniform Electronic Transactions Act. 9. INCREASED COSTS, TERM SOFR UNAVAILABILITY AND TAXES 9.1 Compensation Certificate Upon request, each Lender shall deliver to the Borrower and the Administrative Agent a certificate, which shall be conclusive absent manifest error and shall not include any duplicative amount, setting forth the details, amount to be paid, and calculation of each demand for payment under this Section 9, and the Borrower shall pay such Lender, such amount within the Required Period. 9.2 Term SOFR Unavailability, Inadequacy or Illegality (a) If the Administrative Agent determines that Term SOFR has not been published by a reporting service of recognized standing, then the Administrative Agent may obtain Term SOFR from any source reasonably selected by the Administrative Agent. (b) If the Administrative Agent determines that, (i) reasonable means do not exist for determining Term SOFR, (ii) Term SOFR does not adequately reflect the Lenders’ cost of funding, USActive 60742384.160742384.3 37

 
(iii) or a Change in Law has made it unlawful for the Lenders to make or maintain Term SOFR Loans, then all outstanding Term SOFR Loans shall automatically convert to Prime Rate Loans on the last day of the then-current Interest Rate Reset Period (or earlier if required by Law), and all new Loans will be made as Prime Rate Loans. 9.3 Change in Law (a) If a Lender reasonably determines that as a result of any Change in Law, there is any (i) increase in the cost to such Lender of Utilizations, (ii) decrease in the amount received or receivable by such Lender in connection therewith (excluding Taxes), (iii) increase in or imposition of Taxes (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or Connection Income Taxes) on the Utilizations, or its deposits, reserves, other liabilities or capital attributable thereto, (iv) or decrease in its (or an Affiliate’s) return on capital, as a consequence of such Lender’s obligations hereunder (taking into consideration its policies on capital adequacy and expected return on capital), the Borrower shall compensate such Lender for such increase or reduction. (b) Each Lender shall notify the Borrower promptly upon becoming aware of any event occurring after the Closing Date, and in any event within 270 days thereafter, which may entitle such Lender to compensation hereunder; provided that if the event giving rise to such compensation is retroactive, then such 270-day period shall be extended to include the period of retroactive effect. 9.4 Taxes (a) Payments Free of Taxes (i) All payments by the Borrower Parties hereunder shall be made free and clear, and without deduction for any Taxes, except as required by Law. (ii) If any applicable Law (as determined in the good faith discretion of the applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a Borrower Party, then the withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law (iii) If any Borrower Party is required by Law to deduct or withhold any Indemnified Taxes from any sum payable to a Recipient hereunder, the sum payable shall be increased so that after making such deductions or withholdings, such Recipient receives an amount equal to the sum such Lender Recipient would have received had no such deduction or withholdings been made. (b) Indemnified Taxes Each Borrower Party agrees to indemnify each Recipient for, USActive 60742384.160742384.3 38

 
(i) the full amount of Indemnified Taxes payable or paid by the Recipient or required to be withheld or deducted from a payment to the Recipient, (ii) and any liability arising therefrom or related thereto, including penalties, interest, and legal expenses incurred in the enforcement hereof, whether or not such Indemnified Taxes were correctly or legally imposed by the relevant Governmental Authority. (c) Lender’s Tax Exemption Form Each Lender shall deliver to the Borrower and the Administrative Agent, on or before the Closing Date, or if later, the date such Lender becomes a Lender, and thereafter upon request of the Borrower or the Administrative Agent, executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. (d) Tax Refunds (i) If a Recipient receives a refund, which it determines in good faith is directly attributable to Indemnified Taxes (including by the payment of additional amounts pursuant to this Section), it shall promptly pay such amount, net of all related out-of-pocket expenses (including Taxes) to the Borrower (without interest thereon), (ii) but if a Recipient is subsequently required to repay such amount to the relevant taxing authority, the Borrower agrees to refund such amount to such Recipient (plus any penalties, interest or other charges imposed by the relevant Governmental Authority). (iii) The Recipient shall not pay to the Borrower any amount that would place the Recipient in a less favorable net after-Tax position than the Recipient would have been in if Indemnified Taxes had not been imposed and indemnification payments had never been paid. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] USActive 60742384.160742384.3 39

 
GSB-Invesco CREF Credit Agreement GUARANTOR: IN WITNESS WHEREOF, the parties have executed this Credit Agreement as of the date first above written. BORROWER: INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., a Maryland corporation By: Name: Title: ACKNOWLEDGED AND AGREED: ADVISER: INVESCO ADVISERS, INC., a Delaware corporation By: Name: Title: INCREF BORROWER, LLC, a Delaware limited liability company By: Invesco Commercial Real Estate Finance Trust, Inc., as sole member and manager By: Name: Title:

 
GSB-Invesco CREF Credit Agreement GOLDMAN SACHS BANK USA By: Name: Title: Authorized Signatory ADMINISTRATIVE AGENT:

 
GSB-Invesco CREF Credit Agreement GOLDMAN SACHS BANK USA By: Name: Title: Authorized Signatory LENDERS:

 
Annex I Guaranty 1. Guaranty of Payment (a) In consideration of the financial accommodations provided to the Borrower under this Credit Agreement, each Guarantor unconditionally guarantees to the Lenders the prompt payment of the Obligations in full when due (whether as a mandatory prepayment, by demand or otherwise). (b) This guaranty (“Guaranty”) is a guaranty of payment, not of collection, and is a continuing guaranty that shall apply to all of the Obligations whenever arising. (c) If the obligations of any Guarantor are adjudicated to be invalid or unenforceable (including because of any Laws relating to fraudulent conveyances or transfers), then the obligations of such Guarantor shall be limited to the maximum amount permitted by Law. 2. Obligations Unconditional (a) Each Guarantor’s obligations under this Guaranty: (i) are absolute and unconditional, irrespective of the genuineness, validity or enforceability of any of the Loan Documents, to the fullest extent permitted by Law, and irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; and (ii) shall not be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Borrower Party, or by any Borrower Party becoming the subject of any Debtor Relief Law. (b) Nothing in this Guaranty shall prevent the Administrative Agent or any Lender from suing on any Promissory Note or other Loan Document, foreclosing on any Collateral, or exercising any other right under any Loan Document, and the exercise of any of these rights shall not discharge any Guarantor’s obligations under this Guaranty. (c) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations, and proof of the Lenders’ reliance on this Guaranty. (d) The Obligations, and all dealings between the Borrower Parties, the Administrative Agent and the Lenders, have been undertaken, created, contracted or incurred, or renewed, extended, amended or waived, in reliance on this Guaranty. 3. Modifications (a) All or any part of the Collateral now or hereafter held or received for the Obligations may be exchanged, compromised or surrendered from time to time. (b) The Administrative Agent and the Lenders shall have no obligation to protect, perfect, secure or insure any Liens securing payment of the Obligations. (c) Any deposit balance for the credit of a Borrower Party or any other party liable for the Obligations or security therefor may be released, in whole or in part, at, before or after the Obligations are due, all without notice to or assent by any Guarantor, which USActive 60742384.160742384.3

 
shall remain bound thereon, notwithstanding any exchange, compromise, surrender, extension, renewal, modification, indulgence or release. 4. Waiver of Rights Each Guarantor expressly waives to the fullest extent permitted by Law: (a) notice of acceptance of this Guaranty by the Administrative Agent for the benefit of the Lenders and of all extensions of credit to any Borrower Party; (b) notice of presentment or demand for payment of the Obligations; (c) protest and notice of dishonor or default on the Obligations or the security therefor; and (d) all other notices to which any Guarantor might otherwise be entitled. 5. Reinstatement The obligations of each Guarantor under this Guaranty shall be automatically reinstated if any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be restored by any holder of any of the Obligations, whether as a result of any Proceeding, Debtor Relief Law or otherwise. 6. Remedies If any of the Obligations become due under Section 3.4 (Mandatory Prepayment Events) or Section 7.1 (Events of Default), then, notwithstanding any stay, injunction or other prohibition, the Obligations shall be immediately due and payable by each Guarantor in accordance therewith. 7. Subrogation Until the full, final and complete satisfaction of the Obligations (other than contingent indemnification obligations for which no claim has been made), each Guarantor shall not exercise, and hereby waives, any right of reimbursement, subrogation, contribution, offset, indemnification or other claim against any Borrower Party, whether arising by contract or operation of Law in connection with any payment made or required to be made by the Guarantors under the Loan Documents. USActive 60742384.160742384.3

 
Annex II Guarantor Collateral Security Agreement Each Guarantor (collectively, the “Pledgors”) confirms that it is receiving benefit from the Utilizations, and the security interest granted hereby is a condition to such Utilizations. 1. Grant of Security Interest In order to secure the Obligations, each Pledgor grants a Lien in, pledges and assigns the following collateral, whether now existing or hereafter acquired or arising (the “Collateral”), to the Administrative Agent: (a) the Guarantor’s rights, under the Fund Documents, to the Capital Commitments and Capital Contributions of each Investor; (b) the Guarantor’s rights, under the Fund Documents, to make Capital Calls and enforce each Investor’s obligation to make Capital Contributions; (c) all of the Guarantor’s rights, titles, and interests in each Collateral Account, any successor or substitute accounts, all funds therein or credited thereto, and all documents evidencing each account; and (d) all proceeds of the foregoing. 2. Covenants (a) Each Pledgor shall take all actions and execute all documents, requested by the Administrative Agent, to: (i) obtain, maintain and confirm the full benefits and rights herein granted; (ii) preserve and maintain the Administrative Agent’s perfected, first priority security interest in the Collateral; (iii) appear in or defend any Proceeding that affects the Collateral Account or the Liens granted hereby; and (iv) ensure that the Investors fund all Capital Contributions directly into the Collateral Account, all at the Pledgors’ expense. (b) Any Capital Call by the Administrative Agent shall be deemed to satisfy any requirement or condition that any Pledgor make a discretionary call on its Investors (which Capital Calls may be in excess of the amount owing under the Credit Agreement in order to result in payment in full of the Obligations). (c) Any Capital Contributions received by any Guarantor outside of the Collateral Account shall be: (i) part of the Collateral and subject to the Administrative Agent’s Liens thereon; (ii) segregated from all other funds of the Guarantor; (iii) held in trust for the Administrative Agent; and (iv) deposited into the Collateral Account within 2 Business Days. USActive 60742384.160742384.3

 
3. Representations As of the Closing Date, each Utilization Date, and the date of each Facility Limit increase: (a) the Guarantor is the sole owner of the applicable Collateral Account and the Capital Contributions; (b) the Guarantor has the exclusive right to make Capital Calls; and (c) no Pledgor has transferred, assigned or granted any Lien (other than Permitted Liens) on the Collateral. 4. Reporting Each Pledgor shall immediately notify the Administrative Agent if: (a) any of the covenants or representations above ceases to be true; or (b) any Proceeding is brought that affects the Collateral Account or the Liens granted hereby. 5. Account Control Events During an Account Control Event, (a) the Administrative Agent may exercise all of its rights under the Collateral Account Control Agreement, including: (i) taking exclusive control of the Collateral Account; and (ii) withdrawing, transferring and receiving all funds in or credited to the Collateral Account, and (b) each Pledgor waives any right to, and shall not, give instructions to the Depository concerning the Collateral Account. 6. No Waiver The Administrative Agent’s rights and remedies shall not be waived or adversely affected by: (a) any compromise, forbearance, adjustment or release granted by the Administrative Agent in connection with the Collateral or the Obligations; (b) the exercise of, or failure to exercise, any right or remedy; or (c) any action or omission by the Administrative Agent in connection with the Obligations or the Collateral, irrespective of whether such action or omission prejudices any Pledgor or increases the likelihood that the Collateral will be applied to the Obligations. 7. No Liability The Administrative Agent shall not be liable for: (a) any act or omission related to the Administrative Agent’s exercise of any right or remedy concerning the Collateral; or USActive 60742384.160742384.3

 
(b) any loss of interest, or penalties or charges assessed to the Collateral Account, as a result of the Administrative Agent’s exercise of any right or remedy, except as a result of its own gross negligence, fraud or willful misconduct. 8. Subrogation No Pledgor shall exercise any right of subrogation, reimbursement, contribution, offset, indemnification or similar rights against any Pledgor or the Collateral until the Obligations have been fully satisfied. 9. UCC Financing Statements (a) Each Pledgor has reviewed drafts of the UCC financing statements that will be filed to perfect the security interests hereby granted, and they are accurate, and the Administrative Agent is authorized to file such financing statements. (b) No financing statement covering the Collateral has been or will be filed, other than by the Administrative Agent. 10. Release Upon the complete satisfaction of the Obligations and the termination of the facility, the Administrative Agent shall release: (a) the Pledgors from their obligations hereunder; and (b) the security granted hereunder, and the Pledgors may terminate the UCC financing statements, at their own expense. USActive 60742384.160742384.3

 
Annex III Borrower Collateral Security Agreement The Borrower confirms that it is receiving benefit from the Utilizations, and the security interest granted hereby is a condition to such Utilizations. 1. Grant of Security Interest In order to secure the Obligations, the Borrower grants a Lien in, pledges and assigns the following collateral, whether now existing or hereafter acquired or arising (the “Collateral”), to the Administrative Agent, for the benefit of the Lenders: (a) all of the Borrower’s rights, titles, interests, remedies and privileges granted to the Borrower under each Fund Guaranty. (b) all of the Borrower’s rights, titles, interests, remedies and privileges granted to the Borrower under each Fund Security Agreement; and (c) all proceeds of the foregoing. 2. Covenants (a) The Borrower shall take all actions and execute all documents, requested by the Administrative Agent, to: (i) obtain, maintain and confirm the full benefits and rights herein granted; (ii) preserve and maintain the Administrative Agent’s perfected, first priority security interest in the Collateral; and (iii) appear in or defend any Proceeding that affects any Liens granted hereby, all at the Borrower’s expense. 3. Representations As of the Closing Date, each Utilization Date, and the date of each Facility Limit increase: (a) the Borrower is the sole owner of the Collateral; and (b) the Borrower has not transferred, assigned or granted any Lien (other than Permitted Liens) on the Collateral. 4. Reporting The Borrower shall immediately notify the Administrative Agent if any of the covenants or representations above ceases to be true. 5. No Waiver The Administrative Agent’s rights and remedies shall not be waived or adversely affected by: (a) any compromise, forbearance, adjustment or release granted by the Administrative Agent in connection with the Collateral or the Obligations; (b) the exercise of, or failure to exercise, any right or remedy; or USActive 60742384.160742384.3

 
(c) any action or omission by the Administrative Agent in connection with the Obligations or the Collateral, irrespective of whether such action or omission prejudices the Borrower or increases the likelihood that the Collateral will be applied to the Obligations. 6. No Liability The Administrative Agent shall not be liable for any act or omission related to the Administrative Agent’s exercise of any right or remedy concerning the Collateral, except as a result of its own gross negligence, fraud or willful misconduct. 7. Subrogation The Borrower shall not exercise any right of subrogation, reimbursement, contribution, offset, indemnification or similar rights against the Borrower or the Collateral until the Obligations have been fully satisfied. 8. UCC Financing Statements (a) The Borrower has reviewed drafts of the UCC financing statements that will be filed to perfect the security interests hereby granted, and they are accurate, and the Administrative Agent is authorized to file such financing statements. (b) No financing statement covering the Collateral has been or will be filed, other than by the Administrative Agent. 9. Release Upon the complete satisfaction of the Obligations and the termination of the facility, the Administrative Agent shall release: (a) the Borrower from its obligations hereunder; and (b) the security granted hereunder, and the Borrower may terminate the UCC financing statements, at its own expense. USActive 60742384.160742384.3

 
Annex IV Conditions Precedent to Closing The Credit Agreement shall not become effective until the Administrative Agent receives each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (a) this Credit Agreement; (b) a Promissory Note from the Borrower for each Lender that requests a Promissory Note; (c) each Fund Guaranty; (d) each Collateral Document; (e) UCC lien searches (or their equivalent); (f) UCC financing statements (or their equivalent); (g) legal opinions from Borrower Parties’ counsel; (h) an ERISA opinion or certificate: (i) an ERISA Operating Company Opinion (or an ERISA Operating Company Opinion with an ERISA Reliance Letter); or (ii) a certificate certifying that either (x) the assets of the Primary Obligors do not constitute ERISA Plan Assets because less than 25% of the total value of each class of equity interests in each Primary Obligor is held by “benefit plan investors” under Section 3(42) of ERISA or (y) such Primary Obligor satisfies another exception from holding ERISA Plan Assets (provided that such other exception is stated in such certificate); (i) a Closing Certificate in the form of Exhibit E; (j) all information necessary to update the Borrowing Base Certificate; (k) an officer’s certificate with the following attached: (i) certificates of existence, incorporation or registration (or their equivalents); (ii) each Operative Document; (iii) certificates of existence and good standing (or their equivalents); (iv) resolutions authorizing the Borrower Parties and the Adviser to enter into the Loan Documents; (v) an incumbency certificate; (l) for each Investor, its duly executed and delivered Subscription Document (including, as applicable, its Investor Consent Letter or Investor Guaranty); (m) current contact details of each Investor; (n) copies of any Capital Calls issued prior to the Closing Date and a list of any Investor that did not fund any Capital Call when due; USActive 60742384.160742384.3

 
(o) “Know Your Customer” Information: (i) the name, address and percentage of ownership of each Person that owns an interest in the Borrower, and the Guarantor; (ii) the name of each director of the Borrower and the Guarantor; (iii) a current organization chart of the Borrower Parties; and (iv) the most recent quarterly and annual financial statements of the Borrower and the Guarantor, (p) electronic monitoring access of the Collateral Accounts; (q) payment of all reasonable and documented attorneys’ fees and disbursements invoiced through the date hereof of the Administrative Agent’s special counsel, Cadwalader, Wickersham & Taft LLP; and (r) other documents reasonably requested by the Administrative Agent. USActive 60742384.160742384.3

 
Annex V Administrative Agent 1. Appointment of Administrative Agent (a) Each Lender irrevocably appoints Goldman Sachs Bank USA as Administrative Agent and authorizes it to exercise such powers, rights and remedies under the Loan Documents as are granted to the Administrative Agent thereunder, together with such powers, rights and remedies incidental thereto. (b) The provisions of this Annex V are solely for the benefit of the Administrative Agent and the Lenders, and no Borrower Party shall have any rights as a third party beneficiary hereunder. (c) No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against the Administrative Agent. (d) The permissive powers and rights granted to the Administrative Agent in the Loan Documents shall not be construed as duties. 2. Powers and Duties (a) The Administrative Agent shall: (i) have only those duties and responsibilities expressly specified in the Loan Documents and (ii) not be liable except for the performance of such duties and responsibilities. (b) Nothing in any of the Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations except as expressly set forth therein regardless of whether an Event of Default has occurred. (c) The Administrative Agent shall not be liable for any action taken or not taken by it at the direction of the Borrower as provided in the Loan Documents. (d) The Lenders hereby direct the Administrative Agent to execute and deliver the Loan Documents to which it is a party, and additional Loan Documents from time to time; provided that: (i) the Administrative Agent is not responsible for the terms, contents, validity or enforceability of such agreements; and (ii) whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Loan Documents, the Administrative Agent shall have all of the rights, indemnities and other protections granted to it under this Credit Agreement (in addition to those that may be granted to them under the terms of such other agreement or agreements). 3. General Immunity (a) The Administrative Agent is not responsible to any Person for any representations, warranties, recitals or statements made in the Loan Documents, in any written or oral statements or in any financial or other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of any Borrower Party to the USActive 60742384.160742384.3

 
Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby, nor shall the Administrative Agent be required to ascertain as to the performance of any of the terms of the Loan Documents or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans. (b) Neither the Administrative Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by the Administrative Agent’s gross negligence, fraud or willful misconduct, as determined by a court of competent jurisdiction in final, non-appealable judgment. (c) The Administrative Agent may perform any and all of its duties and exercise its rights and powers under the Loan Documents by or through any one or more sub-agents appointed by it, provided that the Administrative Agent may do so only with the consent of the Borrower (not to be unreasonably withheld). The 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 Affiliates (each also a “sub-agent”). The provisions of this Annex V shall apply to any sub-agents and shall apply to their respective activities in connection with all activities as the Administrative Agent. (d) Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent and each receiver and delegate: (i) such sub-agent, receiver or delegate shall be a third party beneficiary under this Credit Agreement with respect to all such rights (including exculpatory and indemnification rights) and shall have an independent right of action to enforce such rights directly, without the consent or joinder of any other Person, against any or all of Borrower Parties and the Lenders, (ii) such rights shall not be amended without the consent of such sub-agent, receiver or delegate, and (iii) such sub-agent, receiver or delegate shall only have obligations to the Administrative Agent and not to any other Person, and no other Person shall have any rights, as a third party beneficiary or otherwise, against such sub-agent, receiver or delegate. (e) The Administrative Agent shall not be responsible for the conduct of such sub-agents, receivers, delegates or attorneys appointed by them with due care. (f) The Administrative Agent shall not be deemed to have knowledge of any Event of Default or Mandatory Prepayment Event unless and until written notice is delivered to the Administrative Agent by the Borrower or a Lender and absent such notice, the Administrative Agent may conclusively assume that there is no Event of Default or Mandatory Prepayment Event, and shall have no duty to determine whether any such circumstance or event has occurred. Except with respect to notices of Events of Default and Mandatory Prepayment Events that have been delivered to the Administrative Agent, information in notices or other documents and other publicly available information shall not constitute actual or constructive knowledge. (g) The powers conferred on the Administrative Agent under the Loan Documents are solely to protect the Lenders’ interests in the Collateral, shall not impose any duty upon the Administrative Agent to exercise any such powers and are subject to the provisions of this Credit Agreement. USActive 60742384.160742384.3

 
(h) The Administrative Agent shall not have any responsibility for taking any necessary steps to protect, preserve or exercise rights against any Person with respect to any of the Collateral (except to the extent expressly required in the Loan Documents). (i) The Administrative Agent does not have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by the Person purporting to own it or that the Liens granted to it pursuant to the Loan Documents have been created, perfected or enforced, or are entitled to any particular priority. (j) The Administrative Agent shall not be responsible or liable for any failure to monitor or maintain any portion of the Collateral. (k) The Administrative Agent shall not ever be required to advance its own funds or incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers under the Loan Documents. (l) Each Lender waives, to the fullest extent permitted by Law, any claim against the Administrative Agent for any special, indirect, punitive or consequential damages. (m) The Administrative Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes, terrorist attacks or other disasters. (n) The Administrative Agent shall be entitled to consult with and rely upon advice of counsel and such advice shall be full protection and authorization for any action taken or omitted by the Administrative Agent in good faith thereon. (o) If the Administrative Agent shall require any information to perform its duties under the Loan Documents, the Borrower shall provide, or cause to be provided, such information to the Administrative Agent promptly upon request. (p) The Administrative Agent shall not have any duty to see to: (i) any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) any insurance, or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied in connection with this Credit Agreement (except as set forth in Section 9.4 (Taxes)). (q) The Administrative Agent shall not be required to give any bond or surety in respect of the execution of this Credit Agreement. (r) The Administrative Agent shall not be under any obligation to exercise any of the rights vested in it by this Credit Agreement or to enforce any remedy or realize upon any of the Collateral unless it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction. USActive 60742384.160742384.3

 
4. Administrative Agent Entitled to Act as a Lender (a) The agency hereby created shall in no way affect any of the rights and powers of, or impose any duties or obligations upon, the Administrative Agent in its individual capacity as a Lender hereunder. (b) The Administrative Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall include the Administrative Agent in its individual capacity. (c) The Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with any Borrower Party or any of their respective Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower for services in connection herewith and otherwise without having to account for the same to the Lenders. 5. Lender’s Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation, without reliance upon the Administrative Agent or any other Person, of the financial condition and affairs of the Borrower Parties in connection with Loans made hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower Parties. (b) Each Lender, by delivering its signature page to this Credit Agreement, an Assignment and Assumption or joinder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Lenders or delivered to the Administrative Agent on the date thereof. 6. Right to Indemnity (a) Each Lender, in proportion to its Exposure, severally agrees to indemnify the Administrative Agent, to the extent that the Administrative Agent has not been reimbursed by any Borrower Party, for and against any and all Claims imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties under any Loan Document or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of the Loan Documents or the use of proceeds thereof; provided this indemnity shall not apply to any Claim arising from the Administrative Agent’s gross negligence, fraud or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment. (b) If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify the Administrative Agent against any Claim in excess of such Lender’s proportion of the Exposure. (c) The foregoing shall survive the termination of this Credit Agreement and the resignation or removal of the Administrative Agent. USActive 60742384.160742384.3

 
7. Successor Administrative Agent (a) The Administrative Agent shall have the right to resign at any time with written notice to the Borrower and Lenders. (b) The Required Lenders shall have the right to appoint a financial institution to act as the Administrative Agent hereunder, subject to the consent of the Borrower (such consent not to be unreasonably withheld). (c) The Administrative Agent’s resignation shall become effective, and the Administrative Agent shall be discharged from its obligations and duties hereunder, on the earliest of: (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not) or (ii) the acceptance of appointment by such successor Administrative Agent by the Required Lenders and, other than during an Event of Default, the Borrower. (d) If the Required Lenders shall not have appointed a successor Administrative Agent with the consent of the Borrower by the end of the period specified above, then the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. (e) Upon the acceptance of any appointment as the Administrative Agent by a successor, that successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent and the resigning Administrative Agent shall promptly transfer to such successor all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent. (f) After any resigning or removed Administrative Agent's resignation or removal hereunder as the Administrative Agent, the provisions of this Credit Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder. (g) Any Person into which the Administrative Agent may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Administrative Agent shall be a party shall be the successor of the Administrative Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto. 8. Collateral Documents (a) Each Lender hereby further authorizes the Administrative Agent on behalf of and for the benefit of Lenders, to be the agent for and representative of the Lenders with respect to the Collateral and the Collateral Documents. Other than as required under Section 8.1 (Amendments; Waivers), without further consent or authorization from any Lender, the Administrative Agent is authorized to execute any documents or instruments requested by the Borrower (and at the cost and expense of the Borrower) in connection with the release of any Lien encumbering any item of Collateral permitted by this Credit Agreement, provided that the Borrower delivers a certificate of a Fund Responsible Officer to the Administrative Agent stating that the release of the Lien on such Collateral is authorized by the Loan Documents. (b) Notwithstanding anything contained in the Loan Documents to the contrary, no Lender (other than the Administrative Agent) shall have any right to realize upon any of the Collateral, it being understood and agreed that all such rights under any of the Loan Documents may be exercised solely by the Administrative Agent in accordance with the terms thereof. USActive 60742384.160742384.3

 
9. Withholding Taxes (c) To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. (d) Without duplication of the provisions of Section 9.4 (Taxes), if: (1) any Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because (1) the appropriate form was not delivered or was not properly executed, or (2) such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or (ii) if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Credit Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. 10. Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim (a) In case of any proceeding under any Debtor Relief Laws relative to any Borrower Party, the Administrative Agent shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that complies with such rule's disclosure requirements for entities representing more than one creditor; (ii) to file and prove a claim for the whole amount of all Obligations that are owing (iii) to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable expenses due the Lenders and the Administrative Agent under Loan Documents); and (iv) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and to pay to the Administrative Agent any amount due for the reasonable expenses its agents and counsel, and any other amounts due to the Administrative Agent under the Loan Documents. (b) To the extent that the payment of any such expenses of the Administrative Agent, its agents and counsel, and any other amounts due to the Administrative Agent under the Loan Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all money and other properties that the Lenders may be entitled to receive in such proceeding. USActive 60742384.160742384.3

 
11. Erroneous Payments (a) If the Administrative Agent: (i) notifies a Lender or any Person who has received funds on behalf of a Lender (each, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously received by, such Payment Recipient (any such funds, individually and collectively, an “Erroneous Payment”) and (ii) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment and held in trust for the benefit of the Administrative Agent, and such Lender shall (or shall cause such Payment Recipient to) no later than 2 Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in immediately available funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the federal funds rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (b) A notice of the Administrative Agent to any Payment Recipient under this clause 11 shall be conclusive, absent manifest error. (c) Without limiting the foregoing , each Lender or any Payment Recipient agrees that if it receives a payment from the Administrative Agent or any of its Affiliates: (i) that is in a different amount than, or on a different date from, that specified in the Credit Agreement or in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, (ii) that was not preceded or accompanied by a notice of payment sent by the Administrative Agent (or any of its Affiliates), or (iii) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error (in whole or in part), then, in each such case: (A) it acknowledges and agrees that an error and mistake has been made, in each case, with respect to such payment; and (B) it shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other Payment Recipient to) within 1 Business Day of its knowledge of the occurrence of any of the circumstances described in the preceding clauses (i), (ii) and (iii)) notify the Administrative Agent of its receipt of such payment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this clause 11. For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this clause 11 shall not have any effect on a Payment Recipient’s USActive 60742384.160742384.3

 
obligations pursuant to the foregoing or on whether an Erroneous Payment has been made. Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender under any Loan Document with respect to any payment against any amount that the Administrative Agent has demanded to be returned under this clause 11. (d) The parties hereto agree that (i) in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender to the rights and interests of such Lender, as the case may be) under the Loan Documents with respect to such amount and (ii) an Erroneous Payment shall not pay or otherwise satisfy any Obligations owed by the Borrower; (e) Nothing in this clause 11 shall be interpreted to increase (or accelerate ), or have the effect of increasing (or accelerating), the Obligations of the Borrower relative to the amount (or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent. (f) To the extent permitted by applicable Law, no Payment Recipient shall assert any claim to an Erroneous Payment, and hereby waives, and is deemed to waive any claim, defense or right of set-off or recoupment with respect to any claim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. Each party’s obligations, agreements and waivers under this clause 11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the applicable commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 12. Defaulting Lenders (a) Defined. “Defaulting Lender” means any Lender that, as determined by the Administrative Agent: (i) has failed to: (A) fund any portion of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and Borrower that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (B) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within 2 Business Days of the date when due; or (i) the Administrative Agent has received notification that such Lender is: USActive 60742384.160742384.3

 
(A) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors; or (B) the subject of a proceeding under any Debtor Relief Law, or a receiver or the like has been appointed for such Lender, or such Lender has taken any action in furtherance of any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership 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 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. (b) Defaulting Lender Adjustments. Notwithstanding anything to the contrary in this Credit Agreement, if any Lender is a Defaulting Lender, any payment of amounts received by the Administrative Agent for the account of such Defaulting Lender or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.5 (Set-Off) shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent; (ii) second, as the Borrower may request (so long as no Account Control Event 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 the Administrative Agent; (iii) third, if so determined by the Administrative Agent and the Borrower, to be held in a cash collateral account and released pro rata in order to satisfy such Defaulting Lender's potential future funding obligations with respect to Loans under this Credit Agreement; (iv) fourth, so long as no Account Control Event exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Credit Agreement; and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans and (B) such Loans were made at a time when the conditions set forth in this Credit Agreement were satisfied or waived, such payment shall be applied solely to pay the Loans of all Lenders (other than Defaulting Lenders) on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable commitments. 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 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (c) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will notify the parties hereto, and as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par USActive 60742384.160742384.3

 
that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the applicable commitments; provided that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the 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 having been a Defaulting Lender. (d) Defaulting Lender Set-Off. If any Defaulting Lender shall exercise any such right of setoff under Section 7.5 (Set-Off): (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.8 (Ratable Sharing) and Section 3.2 (Payment of Obligations) 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 Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. (e) Assignments by Defaulting Lenders. Notwithstanding anything to the contrary in Section 8.4 (Assignments and Participations), no assignment of any rights or obligations by a Defaulting Lender shall be effective unless and until, in addition to the other conditions set forth herein, the parties to the assignment make payments to the Administrative Agent in an aggregate amount sufficient to (i) pay in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (ii) acquire its full Exposure. Notwithstanding the foregoing, if any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (e), 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. USActive 60742384.160742384.3

 
Annex VI SPV Provisions 1. Definition “Material Action” means to (a) file or consent to the filing of any bankruptcy, insolvency or reorganization petition under any applicable federal, state or other law relating to a bankruptcy naming the Borrower as debtor or other initiation of bankruptcy or insolvency proceedings by or against the Borrower, or otherwise seek, with respect to the Borrower, relief under any laws relating to the relief from debts or the protection of debtors generally; (b) seek or consent to the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower or all or any portion of its properties; (c) make or consent to any assignment for the benefit of the Borrower’s creditors generally; (d) admit in writing the inability of the Borrower to pay its debts generally as they become due; (e) petition for or consent to substantive consolidation of the Borrower with any other person; (f) amend or alter or otherwise modify or remove all or any part of the provisions of the limited liability company agreement of the Borrower that are required by this Annex VI; or (g) amend, alter or otherwise modify or remove all or any part of the definition of “Material Action” (or any similar or analogous term or provision in the limited liability company agreement of the Borrower). 2. Affirmative Covenants The Borrower shall: (a) correct any known misunderstanding regarding its separate legal identity; (b) have a board of managers (or the equivalent); (c) to the extent not part of a consolidated group with its Affiliates filing a consolidated tax return, file its own tax returns and pay any Taxes as may be required under applicable Law if such failure would have a Material Adverse Effect, other than Taxes being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (d) to the extent the Borrower’s financial statements are part of a consolidated group with its Affiliates, such consolidated statements shall contain a note indicating the Borrower’s separateness from any such Affiliates and that its assets are not available to pay the obligations of such Affiliate; (e) pay its fair and reasonable share of overhead for shared office space (if any) and use stationery, invoices and checks separate from any other person (unless such person is clearly designated as being the Borrower’s agent); USActive 60742384.160742384.3

 
(f) pay its operating expenses and liabilities only out of its own assets; (g) distribute proceeds of the Loans to the Guarantor; and (h) ensure that its limited liability company agreement includes the requirements, covenants and limitations set forth in this Annex VI. 3. Negative Covenants The Borrower shall not: (a) hold out its credit to satisfy, or pledge its assets as security for, the obligations of any other person, whether directly or by assignment or as a guarantor or other surety (including under any lease), other than in accordance with the Loan Documents; (b) take any Material Action without the unanimous affirmative vote of each member of its board of managers (or the equivalent); (c) have any employees or any subsidiaries; (d) except as permitted by the Loan Documents, engage in any business or activity other than making the Utilizations pursuant to the Credit Agreement and such other activities which are necessary, required or advisable in connection therewith; (e) sell, transfer, assign, participate, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory or otherwise), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise) (or permit such to occur or suffer such to exist), any part of its assets (subject to any Permitted Liens), except as expressly permitted by the Loan Documents; (f) claim any credit on the principal or interest payable or amounts distributable in respect of any Utilization or assert any claim against the lender by reason of the payment of any taxes levied or assessed upon any part of its assets; (g) (i) incur, assume or guarantee any indebtedness or any contingent obligations, other than the Obligations or (ii) issue any additional equity interests (other than those outstanding on the date hereof), it being understood that receipt of additional capital contributions by the Borrower from a Guarantor is not prohibited by this clause (ii); (h) make or incur any capital expenditures, except de minimis expenses required to perform its functions in accordance with the terms of the Loan Documents; (i) enter into any transaction with an unaffiliated person other than on arm’s length terms and at market rates. (j) maintain any bank accounts or securities accounts other than any account maintained to receive Utilization proceeds; (k) other than the Loan Documents, enter into any agreement or contract with any person unless such contract or agreement contains “limited recourse” and “non-petition” provisions (i) which limited recourse provisions provide that the obligations of the Borrower are limited recourse obligations, payable solely from assets other than the collateral; and USActive 60742384.160742384.3

 
(ii) which non-petition provisions provide that, prior to the date that is one year and one day after all obligations have been paid in full (or, if longer, the applicable preference period under applicable Debtor Relief Law), such person shall not take any action or institute any proceeding against a Borrower under any insolvency law applicable to it or which would be reasonably likely to cause it to be subject to, or seek protection of, any such Debtor Relief Law; provided that such person shall be permitted to become a party to and to participate in any proceeding or action under any such Debtor Relief Law that is initiated by any other person other than one of its Affiliates; (l) amend any limited recourse or non-petition provisions of any agreement; (m) acquire any assets or take any action that would require it to be registered as an “investment company” within the meaning of the Investment Company Act of 1940; (n) engage in any transaction with any person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Loan Documents shall not be deemed to be a transaction that would constitute a conflict of interest); or (o) except as provided in Section 5.2 of this Credit Agreement, amend, modify or terminate its limited liability company agreement. USActive 60742384.160742384.3

 
Annex VII [Reserved] USActive 60742384.160742384.3

 
Annex VIII Qualified Borrowers 1. Additional Definitions “QB Guaranty” means a guaranty executed by a Guarantor, in the form of Exhibit F, in support of a Qualified Borrower. “Qualified Borrower” means each entity: (a) in which a Guarantor owns an equity interest or through which the Borrower may acquire an investment, (b) whose indebtedness can be guaranteed by a Guarantor under the Operative Documents, (c) and for which the requirements set forth in this Annex VIII have been satisfied. 2. Qualified Borrower Mechanics The Administrative Agent may consent to the addition of a proposed Qualified Borrower, and subsequently, to borrowings requested by a Qualified Borrower, upon receipt of the following items, in form and substance reasonably acceptable to the Lender: (a) a QB Guaranty (or an amendment in the form of Schedule II to Exhibit F adding the Qualified Borrower to an existing QB Guaranty); (b) “Know Your Customer” Information: (i) the name, address and percentage of ownership of each Person that owns an interest in the Qualified Borrower, (ii) the name of each director of the Qualified Borrower, (iii) a current organization chart of the Borrower Parties, (iv) the most recent quarterly and annual financial statements of the Qualified Borrower, if they exist, (c) an officer’s certificate of the applicable Guarantor with the following attached: (i) resolutions authorizing such Guarantor to enter into the QB Guaranty; (ii) an incumbency certificate; (d) an officer’s certificate of the Qualified Borrower with the following attached: (i) certificates of existence, incorporation or registration (or their equivalents) (ii) the Qualified Borrower’s LPA; (iii) certificates of existence and good standing (or their equivalents) (iv) resolutions authorizing the Qualified Borrower to enter into the Loan Documents; USActive 60742384.160742384.3

 
(v) an incumbency certificate; (e) a legal opinion relating to the Qualified Borrower and the QB Guaranty; (f) a Promissory Note, if requested by the Lenders, in the maximum amount of the Loans to be advanced to the Qualified Borrower; (g) an ERISA opinion or certificate: (i) an ERISA Operating Company Opinion (or an ERISA Operating Company Opinion with an ERISA Reliance Letter); or (ii) a certificate certifying that the assets of the Qualified Borrower do not constitute ERISA Plan Assets because less than 25% of the total value of each class of equity interests in the Qualified Borrower is held by “benefit plan investors” under Section 3(42) of ERISA or such Qualified Borrower satisfies another exception to holding ERISA Plan Assets (provided that such other exception is stated in such certificate); (h) appointment of an agent for the service of process in the U.S. if the Qualified Borrower was organized in a jurisdiction outside the U.S.; (i) payment of all fees and expenses (including reasonable attorneys’ fees) due and payable as of the date of the Qualified Borrower Promissory Note; (j) other documents reasonably requested by the Administrative Agent. This Credit Agreement shall be binding and effective upon Qualified Borrowers from the time of execution and delivery of a Promissory Note until such Qualified Borrower’s Promissory Note is indefeasibly paid in full, at which time such Qualified Borrower’s Obligations hereunder (and the related QB Guaranty) shall terminate, and such Qualified Borrower shall no longer be a party hereto. 3. Modifications The provisions of this Credit Agreement are further supplemented and modified as follows: (a) Each reference to a “Borrower” includes each Qualified Borrower, provided that no Qualified Borrower is a Primary Obligor. (b) Each QB Guaranty is a Loan Document. (c) For purposes of Section 4.1 (Notice Procedures), the reference to “Schedule 1.1” includes “or, with respect to any Qualified Borrower, as set forth on its Promissory Note.” (d) For purposes of Section 4.2(g) (Material Adverse Effect), a Material Adverse Effect on a Qualified Borrower shall mean: (i) any circumstance that could reasonably be expected to have a material adverse effect on a Qualified Borrower’s operations, business, assets, liabilities, or financial condition, (ii) any Qualified Borrower avails itself of, or becomes the subject of, any Debtor Relief Law, or (iii) any change of control of a Qualified Borrower. USActive 60742384.160742384.3

 
(e) Notwithstanding anything to the contrary in: (i) Section 7.4 (Application of Payments), any amount paid by a Qualified Borrower shall only be applied to such Qualified Borrower’s Obligations; (ii) Section 8.2(a) (Payment of Expenses), each Qualified Borrower shall only pay costs and expenses incurred in connection with such Qualified Borrower’s Promissory Note; (iii) Section 8.2(d) (Indemnification), each Qualified Borrower agrees to indemnify the Indemnitees on a several basis; and (iv) Section 8.5(d) (Joint and Several Liability), each Qualified Borrower shall be severally liable for its Obligations, but not the Obligations of any other Borrower. USActive 60742384.160742384.3

 
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        Exhibit 10.4                
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. AMENDMENT NO. 3 TO SUBSCRIPTION AGREEMENT
Invesco Commercial Real Estate Finance Trust, Inc.
2300 North Field Street, Suite 1200
Dallas, Texas 75201

Ladies and Gentlemen:

1.Subscription Agreement. The parties hereto acknowledge that Invesco Realty, Inc., a Delaware corporation (the “Subscriber”), subscribed for and agreed to acquire Shares in Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), pursuant to that certain Subscription Agreement, dated March 23, 2023, by and between the Subscriber and the Company (the “Original Subscription Agreement”, as amended by Amendment No. 1 (as defined below) whereby the Subscriber subscribed for and agreed to acquire Additional Shares (as defined in Amendment No. 1), Amendment No. 2 (as defined below), as further amended hereby by this Amendment No. 3 (as defined below), and as may be further amended from time to time, the “Subscription Agreement”). Capitalized terms not defined herein are used as defined in the Subscription Agreement. The parties hereby agree to amend the Subscription Agreement as follows:

(a)Section 1.1(d) of the Subscription Agreement is hereby amended and restated in its entirety to read as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough):

“Subsequent Purchases. Notwithstanding anything herein or in any Subscription Agreement Amendment 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 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 $300,000,000$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 sum of the Initial Commitment Amount plus the Additional Commitment Amount.

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(b)Section 2.5(d) of the Subscription Agreement is hereby amended and restated in its entirety to read as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough):

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 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 sum of the Initial Commitment Amount plus the Additional Commitment Amount.

(c)Section 2.7(a) of the Subscription Agreement is hereby amended and restated in its entirety to read as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough):

“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 dated as March 23, 2023 and filed with the State of Maryland Department of Assessments and Taxation on April 4, 2023 (as may be amended or restated, 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) the Initial Commitment Amount and the Additional Commitment Amount $150,000,000 minus the aggregate purchase price paid by the Subscriber with respect to the Shares and “Additional Shares” (as such term is defined in Amendment No. 1) purchased by the Subscriber as of the date of such pledge pursuant to all previous Purchase Notices (as defined below) and/or Capital Calls (as such term is defined in Section 1.1(b) of the Original Subscription Agreement and/or Section 2 of Amendment No. 1, as applicable) plus all amounts distributed to the Subscriber in connection with a repurchase of all or any portion of its Shares by the Company pursuant to Section 2.5 of the Subscription Agreement which are subject to repurchase obligations, including pursuant to a Capital Call delivered pursuant to Section 1.1(d) of the Subscription Agreement (the
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“Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Agreement, the Articles, and/or that certain Amended and Restated Advisory Agreement, dated as of March 23 May 18, 2023, (as amended on August 24, 2023 and on December 5, 2023 (as may be amended and restated, 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) and Capital Calls (as such term is defined in Section 1.1(b) of the Original Subscription Agreement and/or Section 2 of Amendment No. 1, as applicable), to receive payment by the Subscriber of the purchase price for the Shares, Additional 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 and Additional 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, Additional 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 and/or Additional 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”).”

(d)The Subscription Agreement is hereby amended by adding the following as a new Section 3.6:

“Amendments. Reference herein is made to Amendment No. 1 to Subscription Agreement, dated as of August 11, 2023 (“Amendment No. 1”), Amendment No. 2 to Subscription Agreement, dated as of August 24, 2023 (“Amendment No. 2”) and Amendment No. 3 to Subscription Agreement, dated as of August [], 2024 (“Amendment No. 3”, together with Amendment No. 1 and Amendment No. 2, collectively the “Subscription Agreement Amendments”).”

(e)Section 3 of Amendment No. 1 is hereby amended and restated in its entirety to read as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough):

“Capital Calls. The Company shall call the Subscriber’s Additional Commitment Amount in one or more Closings in the amount, as determined by the Company in good faith on a monthly basis, necessary to avoid triggering any concentration limit imposed by a wirehouse in connection with its distribution or placement of
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shares of the Company. The Company may 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). Notwithstanding anything herein to the contrary, the Company and any lender under a Subscription Facility may call the Subscriber’s Additional Commitment Amount at any time for the purpose of repaying indebtedness under such Subscription Facility and the Subscriber’s Additional Commitment Amount is subject to Section 2.7 of the Subscription Agreement.”

(f)    The term “Shares” shall be deemed amended to incorporate by reference any “Additional Shares” (as defined in Amendment No. 1) purchased and issued to, or required to be purchased by, the Subscriber pursuant to Amendment No. 1.

2.Reaffirmation. The Subscriber hereby reaffirms, restates and reacknowledges each of the agreements, acknowledgments, representations, warranties and other obligations set forth in the Subscription Agreement as of the date hereof. The Subscriber hereby represents and warrants to the Company that all information that the Subscriber has provided to the Company (including the information in the Subscription Agreement and any documents provided to the Company in connection therewith), is true, correct and complete as of the date thereof and hereof. Except as expressly set forth herein, the Subscription Agreement remains in full force and effect, as amended hereby.


[Signature page follows.]
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IN WITNESS WHEREOF, the Subscriber has executed this Amendment No. 3 to Subscription Agreement as of the day and year first above written.

INVESCO REALTY, INC.


By:    /s/ Bert Crouch                
Name: Bert J. Crouch
Title: Executive Vice President




ACCEPTED, as of the 16th day of August 2024, by


INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.



By:    /s/ Bert J. Crouch                
Name: Bert J. Crouch
Title: Vice President




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