Invesco Commercial Real Estate Finance Trust, Inc. Form 10-Q Quarterly Report Filed 2025-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 10-Q

_______________________________________________


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-56564

Invesco Commercial Real Estate Finance Trust, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________


Maryland						92-1080856
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

2300 N Field Street, Suite 1200 Dallas, Texas						75201
(Address of principal executive offices)						(Zip Code)

(972) 715-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 4, 2025, there were 36,337,282 outstanding shares of common stock of Invesco Commercial Real Estate Finance Trust, Inc. comprised of 1,374,472 Class S common stock, 16,110,555 Class S-1 common stock, 1,208,198 Class D common stock, 7,477,399 Class I common stock, 1,576,616 Class E common stock, and 8,590,042 Class F common stock.

Invesco Commercial Real Estate Finance Trust, Inc.

Table of Contents


		Page
PART I FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	1

	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Common Stock for the three and six months ended June 30, 2025 and 2024	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	49

PART II OTHER INFORMATION		50

Item 1.	Legal Proceedings	50

Item 1A.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	50

Item 3.	Defaults Upon Senior Securities	51

Item 4.	Mine Safety Disclosures	51

Item 5.	Other Information	51

Item 6.	Exhibits	52

SIGNATURES

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


$ in thousands except share amounts	June 30, 2025		December 31, 2024
ASSETS
Commercial real estate loan investments, at fair value (including pledged loans of $3,528,119 and $2,355,509, respectively)	$	3,550,378	$	2,391,078
Real estate-related securities, at fair value	9,763		—
Cash and cash equivalents	100,859		80,221
Restricted cash	23,058		19,813
Interest receivable	15,204		12,600

Derivative assets, at fair value	—		4,064
Other assets	1,329		418
Total assets(1)	$	3,700,591	$	2,508,194

LIABILITIES
Secured lending agreements, at fair value	$	1,679,778	$	1,720,350
Term lending agreement, at fair value	147,732		134,518
Collateralized loan obligations, at fair value	1,001,129		—

Interest payable	8,851		8,344
Derivative liabilities, at fair value	3,590		—

Dividends and distributions payable (including $791 and $961 due to related party, respectively)	5,033		3,765
Accounts payable, accrued expenses and other liabilities	25,863		23,159
Due to affiliates	37,973		31,342
Total liabilities(1)	2,909,949		1,921,478

Commitments and contingencies (See Note 14)

Redeemable common stock - related party (see Note 11)	$	125,200	$	151,367

STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized:
12.5% Series A Cumulative Redeemable Preferred Stock, — and 228 shares issued and outstanding, respectively ($228 aggregate liquidation preference as of December 31, 2024)	—		205
Common stock, Class S shares, $0.01 par value per share, 500,000,000 shares authorized	2		—
Common stock, Class S-1 shares, $0.01 par value per share, 500,000,000 shares authorized	139		72
Common stock, Class D shares, $0.01 par value per share, 500,000,000 shares authorized	—		—
Common stock, Class D-1 shares, $0.01 par value per share, 500,000,000 shares authorized	—		—
Common stock, Class I shares, $0.01 par value per share, 500,000,000 shares authorized	53		27
Common stock, Class E shares, $0.01 par value per share, 500,000,000 shares authorized	1		1
Common stock, Class F shares, $0.01 par value per share, 500,000,000 shares authorized	85		82
Additional paid-in capital	686,368		448,947
Accumulated other comprehensive income (loss)	84		(65)
Accumulated deficit	(21,290)		(13,920)
Total stockholders’ equity	665,442		435,349
Total liabilities, redeemable common stock and stockholders’ equity	$	3,700,591	$	2,508,194

(1) The condensed consolidated balance sheet at June 30, 2025 includes assets of $1.2 billion and liabilities of $1.0 billion of a consolidated collateralized loan obligation, which is a variable interest entity (“VIE”). The VIE’s assets can only be used to settle the obligations of the VIE. See Note 6, “Collateralized Loan Obligations”, for additional information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
$ in thousands except share and per share amounts	2025		2024		2025		2024
Net Interest Income
Commercial real estate loan interest income	$	55,221	$	20,415	$	102,062	$	35,555
Real estate related-securities interest income	50		—		50		—
Other interest income	1,059		587		2,034		828
Interest expense	(37,323)		(13,843)		(68,620)		(24,249)
Net interest income	19,007		7,159		35,526		12,134

Other Income (Expense)
Unrealized gain (loss) on loans, net	26,414		285		39,094		1,203
Unrealized gain (loss) on real estate-related securities, net	20		—		20		—
Unrealized gain (loss) on secured financing facilities, net	(20,681)		(199)		(29,155)		(922)
Unrealized gain (loss) on collateralized loan obligations, net	(5,153)		—		(5,153)		—
Gain (loss) on derivative instruments, net	(5,362)		—		(7,542)		—
Gain (loss) on foreign currency transactions, net	(117)		—		(108)		—
Commitment fee income, net of related party expense of $3,246, $5,365, $2,120 and $3,518 for the three and six months ended June 30, 2025 and 2024, respectively	3,459		2,120		5,578		3,518
Other income	290		249		579		350
Total other income (expense), net	(1,130)		2,455		3,313		4,149

Expenses
Management and performance fees - related party	1,838		952		3,668		1,302
Debt issuance and other financing costs related to borrowings, at fair value	5,478		3,221		10,394		3,690
Organizational costs	—		14		2		19
General and administrative	2,274		1,800		4,824		2,958
Total expenses	9,590		5,987		18,888		7,969

Net income (loss)	8,287		3,627		19,951		8,314
Dividends to preferred stockholders	—		(7)		(2)		(14)
Issuance and redemption costs of redeemed preferred stock	—		—		(27)		—
Net income (loss) attributable to common stockholders	$	8,287	$	3,620	$	19,922	$	8,300

Net income (loss)	$	8,287	$	3,627	$	19,951	$	8,314
Currency translation adjustment	123		—		149		—
Comprehensive income (loss)	8,410		3,627		20,100		8,314
Dividends to preferred stockholders	—		(7)		(2)		(14)
Issuance and redemption costs of redeemed preferred stock	—		—		(27)		—
Comprehensive income (loss) attributable to common stockholders	$	8,410	$	3,620	$	20,071	$	8,300

Earnings (loss) per share:
Net income (loss) attributable to common stockholders
Basic	$	0.26	$	0.34	$	0.68	$	0.93
Diluted	$	0.26	$	0.34	$	0.68	$	0.93
Weighted average number of shares of common stock
Basic	31,307,099		10,729,623		29,281,449		8,956,409
Diluted	31,307,126		10,729,651		29,281,501		8,956,715

The accompanying notes are an integral part of these condensed consolidated financial statements.

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Common Stock

(Unaudited)


	Series A Preferred Stock		Class S Common Stock		Class S-1 Common Stock		Class D Common Stock		Class D-1 Common Stock		Class I Common Stock		Class E Common Stock		Class F Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity		Redeemable Common Stock
$ in thousands
Balance as of December 31, 2024	$	205	$	—	$	72	$	—	$	—	$	27	$	1	$	82	$	448,947	$	(65)	$	(13,920)	$	435,349	$	151,367
Net income (loss)	—		—		—		—		—		—		—		—		—		—		11,664		11,664		—

Proceeds from issuance of common stock, net of offering costs	—		—		33		—		—		11		—		—		105,624		—		—		105,668		—
Proceeds from issuance of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		2,814
Common stock distribution reinvestment	—		—		1		—		—		—		—		2		7,565		—		—		7,568		—
Common stock dividends	—		—		—		—		—		—		—		—		—		—		(12,943)		(12,943)		—
Preferred stock dividends	—		—		—		—		—		—		—		—		—		—		(2)		(2)		—
Amortization of equity based compensation	—		—		—		—		—		—		—		—		19		—		—		19		—
Repurchase of common stock	—		—		—		—		—		—		—		—		(754)		—		—		(754)		—
Repurchase of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		(30,000)
Redemption of preferred stock	(205)		—		—		—		—		—		—		—		—		—		(27)		(232)		—
Foreign currency translation adjustment	—		—		—		—		—		—		—		—		—		26		—		26		—
Adjustment to the carrying value of redeemable common stock	—		—		—		—		—		—		—		—		(160)		—		—		(160)		160
Balance as of March 31, 2025	$	—	$	—	$	106	$	—	$	—	$	38	$	1	$	84	$	561,241	$	(39)	$	(15,228)	$	546,203	$	124,341
Net income (loss)	—		—		—		—		—		—		—		—		—		—		8,287		8,287		—

Proceeds from issuance of common stock, net of offering costs	—		2		32		—		—		15		—		—		118,759		—		—		118,808		—
Proceeds from issuance of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		1,062
Common stock distribution reinvestment	—		—		1		—		—		1		—		1		8,667		—		—		8,670		—
Common stock dividends	—		—		—		—		—		—		—		—		—		—		(14,349)		(14,349)		—

Amortization of equity based compensation	—		—		—		—		—		—		—		—		43		—		—		43		—
Repurchase of common stock	—		—		—		—		—		(1)		—		—		(2,397)		—		—		(2,398)		—
Repurchase of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		(148)
Foreign currency translation adjustment	—		—		—		—		—		—		—		—		—		123		—		123		—
Adjustment to the carrying value of redeemable common stock	—		—		—		—		—		—		—		—		55		—		—		55		(55)
Balance as of June 30, 2025	$	—	$	2	$	139	$	—	$	—	$	53	$	1	$	85	$	686,368	$	84	$	(21,290)	$	665,442	$	125,200

The accompanying notes are an integral part of these condensed consolidated financial statements.

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Common Stock

(Unaudited)


	Series A Preferred Stock		Class S Common Stock		Class S-1 Common Stock		Class D Common Stock		Class D-1 Common Stock		Class I Common Stock		Class E Common Stock		Class F Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity		Redeemable Common Stock
$ in thousands
Balance at December 31, 2023	$	205	$	—	$	11	$	—	$	—	$	3	$	—	$	—	$	32,549	$	—	$	(7,296)	$	25,472	$	105,340
Net income (loss)	—		—		—		—		—		—		—		—		—		—		4,687		4,687		—

Proceeds from issuance of common stock, net of offering costs	—		—		14		—		—		7		1		—		52,949		—		—		52,971		—

Common stock distribution reinvestment	—		—		—		—		—		—		—		—		773		—		—		773		—

Common stock dividends	—		—		—		—		—		—		—		—		—		—		(6,311)		(6,311)		—
Preferred stock dividends	—		—		—		—		—		—		—		—		—		—		(7)		(7)		—
Amortization of equity based compensation	—		—		—		—		—		—		—		—		17		—		—		17		—

Balance at March 31, 2024	$	205	$	—	$	25	$	—	$	—	$	10	$	1	$	—	$	86,288	$	—	$	(8,927)	$	77,602	$	105,340
Net income (loss)	—				—		—		—		—		—		—		—		—		3,627		3,627		—

Issuance of common stock, net of offering costs	—		—		13		—		—		5		—		47		161,565		—		—		161,630		—
Issuance of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		145
Common stock distribution reinvestment	—		—		1		—		—		—		—		—		2,635		—		—		2,636		—
Common stock dividends	—		—		—		—		—		—		—		—		—		—		(7,249)		(7,249)		—
Preferred stock dividends	—		—		—		—		—		—		—		—		—		—		(7)		(7)		—
Amortization of equity based compensation	—		—		—		—		—		—		—		—		20		—		—		20		—
Repurchase of common stock	—		—		—		—		—		—		—		—		(29)		—		—		(29)		—
Repurchase of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		(100,000)
Adjustment to the carrying value of redeemable common stock	—		—		—		—		—		—		—		—		(175)		—		—		(175)		175
Balance at June 30, 2024	$	205	$	—	$	39	$	—	$	—	$	15	$	1	$	47	$	250,304	$	—	$	(12,556)	$	238,055	$	5,660

The accompanying notes are an integral part of these condensed consolidated financial statements.

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30, 2025		Six Months Ended June 30, 2024
$ in thousands

Cash flows from operating activities:
Net income (loss)	$	19,951	$	8,314
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized (gain) loss on loans, net	(39,094)		(1,203)
Unrealized (gain) loss on real estate-related securities, net	(20)		—
Unrealized (gain) loss on secured financing facilities, net	29,155		922
Unrealized (gain) loss on collateralized loan obligations, net	5,153		—
(Gain) loss on derivative instruments, net	7,542		—

Debt issuance costs	8,732		2,090

Amortization of equity based compensation and other	300		37
Change in operating assets and liabilities:
Increase in operating assets	(3,441)		(1,763)
(Increase) decrease in due from affiliates	—		(675)
(Decrease) increase in operating liabilities	(392)		2,341
(Decrease) increase in due to affiliate	2,836		8,463
Net cash provided by operating activities	30,722		18,526
Cash flows from investing activities:
Originations and fundings of commercial real estate loans	(1,120,159)		(506,304)
Purchase of real estate-related securities	(9,794)		—
Principal payments on real estate-related securities	51		—
Settlement of foreign currency forward contracts, net	113		—
Net cash used in investing activities	(1,129,789)		(506,304)
Cash flows from financing activities:
Proceeds from revolving credit facility	135,000		192,000
Repayment of revolving credit facility	(135,000)		(196,000)
Proceeds from secured financing facilities	822,048		439,447
Repayment of secured financing facilities	(878,561)		(48,476)
Proceeds from issuance of collateralized loan obligations	995,738		—
Proceeds from issuance of common stock, net of offering costs	212,363		194,465


Repurchase of common stock	(3,023)		—
Repurchase of redeemable common stock	(30,148)		(100,000)
Redemption of preferred stock	(232)		—
Proceeds from subscriptions paid in advance	22,776		9,927

Cash paid for debt issuance costs	(8,263)		(1,326)
Payments of dividends	(9,788)		(11,704)
Net cash provided by financing activities	1,122,910		478,333
Effect of exchange rate changes on cash, cash equivalents and restricted cash	40		—
Net change in cash, cash equivalents and restricted cash	23,883		(9,445)
Cash, cash equivalents and restricted cash, beginning of period	100,034		25,541
Cash, cash equivalents and restricted cash, end of period	$	123,917	$	16,096





Supplemental disclosures:
Interest paid	$	67,875	$	23,464
Non-cash investing and financing activities:
Dividends and distributions declared not paid	$	5,033	$	1,599
Common stock distribution reinvestment	$	16,238	$	3,409
Issuance of redeemable common stock for payment of management and performance fees	$	3,876	$	145
Accrued common stock repurchases	$	184	$	29
Deferred offering costs due to affiliate	$	—	$	(78)
Offering costs due to affiliates	$	7,671	$	3,352

Debt issuance costs due to affiliate	$	—	$	685
Adjustment to carrying value of redeemable common stock	$	105	$	175

The accompanying notes are an integral part of these condensed consolidated financial statements.

Invesco Commercial Real Estate Finance Trust, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Organization and Business Purpose

Invesco Commercial Real Estate Finance Trust, Inc. (the “Company” or “we”) is a Maryland corporation incorporated in October 2022. Our primary investment strategy is to originate, acquire and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate. We commenced investing activities in May 2023. We own substantially all of our assets through Invesco Commercial Real Estate Finance Investments, L.P. (the “Operating Partnership”), a wholly-owned subsidiary. We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm.

We qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023. We have one operating segment. We operate our business in a manner that permits our exclusion from the definition of an “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

We are structured as a perpetual-life REIT and are engaging in a continuous, unlimited private placement offering of our common stock to “accredited investors” (as defined by Rule 501 promulgated pursuant to the Securities Act) (the “Continuous Offering”) under exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws. The Class S, Class S-1, Class D, Class D-1, Class I, and Class E shares sold in our Continuous Offering have different upfront selling commissions, ongoing stockholder servicing fees, management fees and performance fees.

2.Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Certain disclosures included in our Annual Report on Form 10-K are not required to be included on an interim basis in our quarterly reports on Form 10-Q. We have condensed or omitted these disclosures. Therefore, this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.

Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and consolidate the financial statements of the Company and its controlled subsidiaries. In determining whether we have a controlling financial interest in a partially owned entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have both the power to direct the most significant activities impacting the economic performance of the VIE and the obligation to absorb losses or receive benefits significant to the VIE. See additional information on our VIEs in Note 6— “Collateralized Loan Obligations.” All significant intercompany transactions, balances, revenues and expenses are eliminated in consolidation. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of our financial condition and results of operations for the periods presented.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Examples of estimates may include, but are not limited to, estimates of the fair values of financial instruments and estimated payment periods for certain stockholder servicing fee liabilities. Actual results may differ from those estimates.

Significant Accounting Policies

With the exception of the below, there have been no changes to our accounting policies included in Note 2 to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024.

Cash and Cash Equivalents

We consider all highly liquid investments that have original or remaining maturity dates of three months or less when purchased to be cash equivalents. Certain cash balances may be held in brokerage accounts that also hold our securities investments and may be swept into money market funds that meet the criteria for classification as cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value due to the highly liquid and short-term nature of these instruments. We may have cash balances in excess of federally insured amounts. We mitigate our risk of loss by maintaining cash deposits with high credit-quality institutions and by actively monitoring the credit risk of our counterparties.

Income Taxes

We elect to treat certain of our corporate subsidiaries as taxable REIT subsidiaries (“TRS”) which are subject to federal, state and local corporate income tax, as applicable. TRSs hold investments in assets, income streams, operating companies and associated expenses that produce non-qualifying items for purposes of REIT testing. Current income tax expense is recorded within other income (expense) on our condensed consolidated statements of comprehensive income. Deferred tax assets, and any valuation allowances, or deferred tax liabilities are recorded within other assets or other liabilities, as applicable, on our condensed consolidated balance sheets. For both the three and six months ended June 30, 2025, tax expense and related balances were not material.

Fair Value Measurement

We have elected the fair value option for our commercial real estate loan investments, real estate-related securities, secured lending and term lending agreements (collectively, our secured financing facilities), our revolving credit facility, and our collateralized loan obligations (“CLO”). The Company believes the fair value option will provide its financial statements users with reduced complexity, greater consistency, understandability and comparability.

In the month that we originate or acquire a loan, we value our commercial real estate loan investments at fair value, which approximates par. Thereafter, an independent valuation advisor values our commercial loan investments monthly using a discounted cash flow analysis. The yield used in the discounted cash flow analysis is determined by comparing the features of the loan to the interest rates and terms required by lenders in the new loan origination market for similar loans and the yield required by investors acquiring similar loans in the secondary market as well as a comparison of current market and collateral conditions to those present at origination or acquisition. The Company elected to apply the measurement alternative for consolidated collateralized financing entities with respect to its managed CLO. Accordingly, commercial real estate loans and loan participations that are collateral assets within the consolidated CLO are measured using the fair value of the more observable CLO notes as an indicator of the fair value of the CLO assets as a whole.

In determining the fair value of a particular real estate-related security, we use pricing service providers, who may may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate-related securities generally consider the attributes applicable to a particular class of the security (e.g., credit rating or seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available.

In the month that we enter into a borrowing arrangement, we value our revolving credit facility and secured financing facilities at fair value, which approximates par. Thereafter, an independent valuation advisor values our revolving credit facility and secured financing facilities monthly. The independent valuation advisor calculates the fair value of the revolving credit facility based on a determination of the price that would be paid by another market participant to assume the lender’s position in the transaction. The fair value of secured financing facilities is calculated using a discounted cash flow analysis where the remaining debt service cash flow, based on the contractual economics stated in the loan agreement, is valued using a market interest rate which reflects an estimate for how a lender would price an equivalent loan for the remaining term. Additionally, we consider current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The market rate of interest is adjusted to reflect our own credit risk for recourse borrowings.

We generally determine the fair value of the collateralized loan obligations by utilizing third party pricing services and broker-dealer quotations. We conduct an ongoing evaluation of their valuation methodologies and processes and review the individual valuations themselves. Our review consists of consideration of a variety of factors, including market transaction information for the particular bond, market transaction information for similar bonds, the bond’s ratings and the bond’s subordination levels.

Our currency forward contracts are valued by an independent pricing service based on contractual cash flows and quoted foreign currency rates available in an active market. When determining the fair value of our forward currency contracts as of each measurement date, we consider the effect of counterparty nonperformance risk as a part of the valuation process and include a credit risk adjustment where appropriate.

Real Estate-Related Securities

We invest in debt securities of real estate companies. We have elected the fair value option for accounting for investments in debt securities. We record changes in fair value of debt securities as unrealized gain (loss) from real estate-related securities and interest income on debt securities as interest income in our condensed consolidated statements of comprehensive income.

Collateralized Loan Obligations

The Company financed a pool of loans and loan participations from its existing loan portfolio through a managed CLO, INCREF 2025-FL1 (“INCREF 2025-FL1” or the “CLO”). The Company consolidates the CLO because it determined that the CLO issuer is a VIE and that the Company is the primary beneficiary of such VIE. The collateral assets of the CLO include the pool of loans and loan participations, which are included on the condensed consolidated balance sheets at June 30, 2025 as commercial real estate loan investments, at fair value. The notes issued by the consolidated CLO are included on the Company’s condensed consolidated balance sheets as collateralized loan obligations, at fair value. Collateralized loan obligations consist solely of obligations held by third party rated note holders and exclude the retained tranches held by the Company, which are eliminated in consolidation of the CLO. The interest income from the CLO’s collateral assets and interest expense on the CLO notes are presented on a gross basis within interest income and Interest expense, respectively, in the condensed consolidated statements of comprehensive income. Because we elected the fair value option for our collateralized loan obligations, we record any changes in their fair values as unrealized gain (loss) on collateralized loan obligations, net in our condensed consolidated statements of comprehensive income.

3.Commercial Real Estate Loan Investments

The table below summarizes our investments in commercial real estate loans as of June 30, 2025 and December 31, 2024.


$ in thousands
Loan Type	Loan Amount(1)		Principal Balance Outstanding		Fair Value		Weighted Average Interest Rate(2)		Weighted Average Life (years)(3)
June 30, 2025
Senior loans(4)	$	3,821,789	$	3,525,717	$	3,529,233	7.10	%	3.97
Mezzanine loans	30,000		21,145		21,145		12.07	%	4.34
Total	$	3,851,789	$	3,546,862	$	3,550,378	7.13	%	3.97
December 31, 2024
Senior loans(4)	$	2,658,628	$	2,385,124	$	2,385,840	7.37	%	4.26
Mezzanine loans	30,000		5,238		5,238		12.23	%	4.84
Total	$	2,688,628	$	2,390,362	$	2,391,078	7.38	%	4.27

(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.

(2)Domestic loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. Euro denominated loans earn interest at three-month Euro Interbank Offered Rate (“Euribor”) plus a spread. Our loan denominated in British pound sterling earns interest at three-month Sterling Overnight Index Average (“SONIA”) plus a spread.

(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.

(4)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and accommodation mezzanine loans in connection with the senior mortgage financing.

The tables below detail the property type and geographic location of the properties securing our commercial real estate loans as of June 30, 2025 and December 31, 2024.


$ in thousands	June 30, 2025				December 31, 2024
Property Type	Fair Value		Percentage		Fair Value		Percentage
Multifamily	$	1,424,815	40.1	%	$	1,252,147	52.4	%
Industrial	1,682,829		47.4	%	1,042,720		43.6	%
Self-storage	121,290		3.4	%	96,211		4.0	%
Student housing	321,444		9.1	%	—		—	%
Total	$	3,550,378	100.0	%	$	2,391,078	100.0	%


$ in thousands	June 30, 2025				December 31, 2024
Geographic Location	Fair Value		Percentage		Fair Value		Percentage
United States:
West	$	936,346	26.4	%	$	738,754	30.7	%
South	743,486		20.9	%	520,733		21.8	%
East	826,998		23.3	%	688,518		28.8	%
Midwest	37,438		1.1	%	30,331		1.3	%
Various U.S.(1)	471,762		13.3	%	128,334		5.4	%
Total	$	3,016,030	85.0	%	$	2,106,670	88.0	%
Non-US:
Europe(2)	$	203,595	5.7	%	$	180,178	7.6	%
United Kingdom(3)	330,753		9.3	%	104,230		4.4	%
Total	$	534,348	15.0	%	$	284,408	12.0	%
Total	$	3,550,378	100.0	%	$	2,391,078	100.0	%

(1) Various U.S. includes self-storage and industrial portfolios with multiple locations throughout the United States.

(2) Our European loans that are collateralized by industrial commercial real estate in France and Spain are denominated in Euros and have a fair value of €81.8 million and €91.6 million, respectively, as of June 30, 2025.

(3) Our European loans that are collateralized by industrial commercial real estate in the United Kingdom are denominated in British pound sterling and have a fair value of £241.2 million as of June 30, 2025.

The weighted average loan-to-value ratio, a metric utilized in the fair value measurement of our commercial real estate loan investments, for our loan investments at June 30, 2025 was approximately 66% based on the loan principal amount and the independent property appraisals.

4.Real Estate-Related Securities

The following table summarizes our real estate-related securities as of June 30, 2025:



In thousands	Principal Balance		Unamortized Premium (Discount)		Amortized Cost		Unrealized Gain (Loss), Net		Fair Value		Period-end Weighted Average Yield		Weighted-Average Maturity Date
Non-agency CMBS	$	9,814	$	(71)	$	9,743	$	20	$	9,763	6.22	%	August 2037

We did not hold real estate-related securities at December 31, 2024.

5.Borrowings

The table below summarizes our borrowing arrangements as of June 30, 2025 and December 31, 2024. Our borrowing arrangements include secured lending and term lending agreements (collectively, our “secured financing facilities”) and a revolving credit facility.


			June 30, 2025							December 31, 2024
$ in thousands	Current Maturity	Extension Options(1)	Weighted Average Interest Rate(2)	Maximum Facility Size		Available Capacity		Amount Outstanding		Fair Value		Amount Outstanding		Fair Value

Term Lending Agreement
INCREF Lending II	Match-term	Match-term	6.59%	$	300,000	$	152,327	$	147,673	$	147,732	$	134,518	$	134,518

Secured Lending Agreements
Term Financing
INCREF Lending I	Oct 2026	Oct 2029	6.32%	837,517		107,475		730,042		730,203		722,672		722,796

Repurchase Agreements
Morgan Stanley Bank(3)	May 2026	May 2027	5.85%	500,000		169,124		330,876		330,880		342,009		342,079
Citibank	Sep 2026	Sep 2028	5.54%	500,000		72,836		427,164		427,486		276,323		276,653
Barclays(3)	Apr 2027	Apr 2029		500,000		500,000		—		—		199,305		199,326
Wells Fargo	May 2026	May 2029	6.02%	300,000		195,548		104,452		104,477		179,462		179,496
Bank of Montreal(3)	Jul 2025	Jul 2028		25,000		25,000		—		—		—		—
Capital One(3)	Feb 2027	Feb 2030	5.81%	250,000		163,359		86,641		86,732		N/A		N/A
Total secured financing facilities				$	3,212,517	$	1,385,669	$	1,826,848	$	1,827,510	$	1,854,289	$	1,854,868

Revolving Credit Facility(4)			7.20%	$	162,000	$	162,000	$	—	$	—	$	—	$	—

(1) Assumes all available extension options are exercised.

(2) Represents the weighted average interest rate in effect as of June 30, 2025.

(3) Certain extension options for these facilities are subject to lender approval and compliance with certain financial and administrative covenants.

(4) Maturity date is aligned with the Company’s ability to call remaining outstanding capital committed under the Invesco Subscription Agreement, as further explained below.

Borrowings denominated in U.S. dollars under our secured financing facilities and revolving credit facility bear interest at one-month Term SOFR plus a spread. Euro denominated borrowings bear interest at three-month Euribor plus a spread, and our British pound sterling denominated borrowings bear interest at three-month SONIA plus a spread. Our secured financing facilities are subject to certain non-financial and financial covenants, including liquidity, tangible net worth and leverage covenants. We were in compliance with these covenants as of June 30, 2025.

Term Lending Agreement

In August 2024, we entered into a $300.0 million Facility Loan Program and Security Agreement with a financial institution (“INCREF Lending II”) that provides asset-based financing on a non-mark-to-market basis with partial recourse to the Company and match-term to the underlying loans.

We have pledged certain commercial real estate loan investments with a fair value of approximately $190.3 million as collateral for INCREF Lending II. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our term lending agreement counterparty has the right to resell or repledge the collateral posted but has the obligation to return the pledged collateral upon maturity of the term lending agreement.

Secured Lending Agreements

In July 2024, we entered into a $837.5 million Master Repurchase Agreement with a financial institution (“INCREF Lending I”) that provides asset-based financing with partial recourse to the Company and does not provide the lender with margin call rights. The term of the facility matches the term of the underlying collateral up to two years and is subject to three additional one-year extension options that we may exercise upon satisfaction of certain customary conditions and thresholds. We have pledged certain commercial real estate loan investments with a fair value of approximately $919.0 million as collateral for INCREF Lending I.

We have also entered into traditional repurchase agreements with six financial institutions, as detailed in the table above. We have pledged certain commercial real estate loan investments with a fair value of approximately $1.2 billion as collateral for these agreements. Certain borrowings under our Citibank repurchase agreement are collateralized by European commercial real estate loans. The borrowings are denominated in Euros and British pound sterling and have a fair value of €138.7 million and £192.9 million, respectively, as of June 30, 2025. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our repurchase agreement counterparties have the right to resell or repledge the collateral posted but have the obligation to return the pledged collateral upon maturity of the repurchase agreement.

We were not required to post any margin under our master repurchase agreements as of June 30, 2025 and December 31, 2024. A margin deficiency may generally result from either a decline in the underlying loan’s market value or a shortfall in operating performance of the property. We may finance multiple commercial loan investments under a repurchase agreement; therefore, a margin excess in one asset could help mitigate a margin deficiency in another asset under the same repurchase agreement. We intend to maintain a level of liquidity that will enable us to meet margin calls. Master repurchase agreements are recourse obligations.

Counterparty Exposure

We have pledged certain commercial real estate loan investments as collateral for our secured financing facilities. If a secured financing counterparty were to default on its obligation to return the collateral, we would be exposed to potential losses to the extent the fair value of the collateral that we have pledged to the counterparty exceeded the amount loaned to us plus interest due to the counterparty. The following table summarizes our net exposure with those counterparties where the amount at risk exceeded 10.0% of stockholders’ equity as of June 30, 2025 and December 31, 2024.


$ in thousands	Outstanding Principal		Net Counterparty Exposure		Weighted Average Life (Years)(1)
June 30, 2025
Morgan Stanley Bank	$	330,876	$	90,630	1.90
Citibank	1,157,206		296,130		3.91


Total	$	1,488,082	$	386,760	3.46
December 31, 2024
Morgan Stanley Bank	$	342,009	$	101,931	2.40
Citibank	998,995		260,459		4.51
Barclays	199,305		51,591		4.32
Wells Fargo	179,462		48,058		4.39
Total	$	1,719,771	$	462,039	4.05

(1) Assumes all extension options are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.

The following table shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of June 30, 2025:


$ in thousands	Secured Lending Agreements(1)		Term Lending Agreement(1)		Total
Year
2025 (remaining)	$	—	$	—	$	—
2026	—		—		—
2027	330,876		—		330,876
2028	427,164		—		427,164
2029	834,494		126,836		961,330
2030	86,641		20,837		107,478
Thereafter	—		—		—
Total	$	1,679,175	$	147,673	$	1,826,848

(1) Assumes all extension options are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.

Revolving Credit Facility

Our revolving credit facility is secured by uncalled capital subscriptions under the terms of the Invesco Subscription Agreement, as described in Note 11 - “Redeemable Common Stock - Related Party”. Borrowings under the facility bear interest at one-month Term SOFR or the prime rate plus a spread. The revolving credit facility allows for the ability to obtain tranches of term financing in addition to general borrowings under an Uncommitted Tranche (as defined in the credit agreement). The Uncommitted Tranche is due on demand (15 business days after notice); any Funded Tranche (as defined in the credit agreement) is due no later than (a) three years from issuance or (b) 360 days after notice; and all amounts outstanding under the facility are due 30 days prior to the last date on which capital calls may be issued. The facility is prepayable without penalty.

Our revolving credit facility is subject to certain affirmative and negative non-financial and financial covenants, including a limitation on indebtedness. We were in compliance with these covenants as of June 30, 2025.

6.Collateralized Loan Obligations

The table below summarizes our collateralized loan obligations as of June 30, 2025.


	Facility						Collateral
$ in thousands	Term	Weighted Average Interest Rate(1)	Amount Outstanding		Fair Value		Count	Principal Balance Outstanding		Fair Value

INCREF 2025-FL1	Oct 2042	6.27%	$	998,234	$	1,001,129	30	$	1,217,359	$	1,220,104
Total			$	998,234	$	1,001,129	30	$	1,217,359	$	1,220,104

(1) Represents the weighted average interest rate in effect as of June 30, 2025.

On May 7, 2025, the Company financed a pool of loans and loan participations from its existing loan portfolio through INCREF 2025-FL1, contributing $1.2 billion of commercial real estate loan investments into the CLO and issuing $1.2 billion of notes. The Company retained $219 million of the CLO. The rated notes bear interest at Term SOFR plus a spread. The CLO provides the Company with match-term financing on a non-mark-to-market and non-recourse basis. The Company received $995.7 million in proceeds from the transaction. The third-party notes were issued at a discount of $2.5 million which was recorded as an unrealized loss of $2.5 million within unrealized gain (loss) on loans, net in the condensed consolidated statement of comprehensive income for the three months ended June 30, 2025.

INCREF 2025-FL1 is a VIE primarily because the unrelated investors do not have substantive voting or participating rights. To assess whether the Company has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, the Company considered, among other factors, its role in establishing the VIE and its ongoing rights and responsibilities. We determined that we are the primary beneficiary as (1) we have the power to direct activities of the VIE that most significantly impact the VIE’s economic performance, and (2) through our retained interests, we have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers its variable interests, as well as any variable interests of its related parties in making this determination. The majority of the operations of the VIE are funded with cash flows generated from the loans within the VIE. Assets held by the VIE can be used only to settle obligations of the VIE. The liabilities of the VIE are non-recourse to us and can only be satisfied from the assets of the VIE. We are not obligated to provide, have not provided, and do not intend to provide material financial support to the consolidated VIE.

The consolidation of the VIE results in an increase in our gross assets, liabilities, revenues and expenses, however the impact to our stockholders’ equity and net income are equivalent to our net retained economic interests in the VIE. During three and six months ended June 30, 2025, we recorded $9.8 million of interest expense related to the CLO. The following table details the assets and liabilities of our consolidated VIE:


$ in thousands	June 30, 2025
Assets:

Restricted cash	$	150
Commercial real estate loan investments, at fair value	1,220,104
Interest receivable	3,918
Total assets	$	1,224,172

Liabilities:
Collateralized loan obligations, at fair value	$	1,001,129
Interest payable	2,086
Total liabilities	$	1,003,215

7.Derivatives and Hedging Activities

Currency Forward Contracts

Since we first originated loans outside the United States in September 2024, we enter into currency forward contracts to help mitigate the impact of changes in foreign currency exchange rates on our investments and financing transactions denominated in currencies other than the U.S. dollar. Despite being economic hedges, we have elected not to treat our foreign currency forwards as hedges for accounting purposes and, therefore, the realized and unrealized gains and losses associated with such instruments are included in gain (loss) on derivative instruments, net in our condensed consolidated statements of comprehensive income. Gain (loss) on foreign currency transactions, net reflects the net financial impact resulting from changes in exchange rates between the time we enter into foreign currency transactions and when they are settled.

The following table illustrates the unrealized foreign exchange impact recognized in the condensed consolidated statements of comprehensive income in the three and six months ended June 30, 2025, of our loans and secured financing arrangements as well as the offsetting gain (loss) on derivative instruments in the periods:


$ in thousands	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025


Unrealized foreign exchange gain (loss) on loans	$	25,479	$	36,303
Unrealized foreign exchange gain (loss) on secured financing facilities	(20,404)		(29,073)


Gain (loss) on derivative instruments, net	(5,362)		(7,542)
Net impact of hedged foreign exchange	$	(287)	$	(312)

The following table summarizes changes in the notional amount of our currency forward contracts during the six months ended June 30, 2025:


	Local Currency
In thousands	Notional Amount as of December 31, 2024		Additions		Settlement, Termination, Expiration or Exercise		Notional Amount as of June 30, 2025		Notional Amount as of June 30, 2025
Buy USD / Sell EUR Forward	€	39,474	€	—	€	(1,717)	€	37,757	$	42,876
Buy USD / Sell GBP Forward	£	19,417	£	33,834	£	(989)	£	52,262	$	70,372

The table below presents the fair value of our currency forward contracts, as well as their classification on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:


$ in thousands	Fair Value as of
	June 30, 2025		December 31, 2024

Derivative Assets	$	—	$	4,064
Derivative Liabilities	$	3,590	$	—

The following table summarizes the effect of currency forward contracts reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025:


$ in thousands	Three Months Ended June 30, 2025
Derivatives not designated as hedging instruments	Realized gain (loss) on derivative instruments, net		Unrealized gain (loss), net		Gain (loss) on derivative instruments, net
Currency Forward Contracts	$	(4)	$	(5,358)	$	(5,362)


$ in thousands	Six Months Ended June 30, 2025
Derivatives not designated as hedging instruments	Realized gain (loss) on derivative instruments, net		Unrealized gain (loss), net		Gain (loss) on derivative instruments, net
Currency Forward Contracts	$	113	$	(7,655)	$	(7,542)

8. Fair Value of Financial Instruments

A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The three levels are defined as follows:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. We do not adjust the quoted price for these investments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Valuation of Financial Instruments Measured at Fair Value

The following tables detail our financial instruments measured at fair value on a recurring basis:


	June 30, 2025
	Fair Value Measurements Using:
$ in thousands	Level 1		Level 2		Level 3		Total at Fair Value
Assets:
Commercial real estate loan investments	$	—	$	1,220,104	$	2,330,274	$	3,550,378
Real estate-related securities	—		9,763		—		9,763

Total assets	$	—	$	1,229,867	$	2,330,274	$	3,560,141

Liabilities:

Secured lending agreements	$	—	$	—	$	1,679,778	$	1,679,778
Term lending agreements	—		—		147,732		147,732
Collateralized loan obligations	—		1,001,129		—		1,001,129
Derivative liabilities	—		3,590		—		3,590
Total liabilities	$	—	$	1,004,719	$	1,827,510	$	2,832,229


	December 31, 2024
	Fair Value Measurements Using:
$ in thousands	Level 1		Level 2		Level 3		Total at Fair Value
Assets:
Commercial real estate loan investments	$	—	$	—	$	2,391,078	$	2,391,078

Derivative assets	—		4,064		—		4,064
Total assets	$	—	$	4,064	$	2,391,078	$	2,395,142

Liabilities:
Secured lending agreements	$	—	$	—	$	1,720,350	$	1,720,350
Term lending agreements	—		—		134,518		134,518

Total liabilities	$	—	$	—	$	1,854,868	$	1,854,868

Valuation of Commercial Real Estate Loan Investments

The following table shows a reconciliation of the beginning and ending fair value measurements of our commercial real estate loan investments classified as Level 3:


$ in thousands	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Beginning Balance	$	2,788,480	$	2,391,078
Transfers from Level 3 into Level 2	(1,220,104)		(1,220,104)
Loan originations and fundings	735,453		1,120,159
Net unrealized gain (loss)	935		2,791
Foreign currency adjustments	25,510		36,350
Ending Balance	$	2,330,274	$	2,330,274

Transfers into or out of the Level 3 category occur when unobservable inputs, such as the Company’s best estimate of what a market participant would use to determine a current transaction price, become more or less significant to the fair value measurement. Transfers out of Level 3 at the end of the period for the three and six months ended June 30, 2025 include the fair value of the outstanding principal balance for loan assets held by the CLO and primarily relates to the availability of observable inputs. The fair value of collateralized financing assets are measured using the more observable fair value of the collateralized liabilities. See Note 2, “Summary of Significant Accounting Policies.”

The following tables summarize the significant unobservable inputs supporting the fair value measurement of our investments in commercial loans:

$ in thousands

June 30, 2025

Type

Fair Value

Valuation Technique

Unobservable Input

Weighted Average Rate

Range

Weighted Average Life (years)(1)

Commercial loans

2,330,274

Discounted cash flow

Discount rate

6.25%

5.04% - 11.96%

0.48

December 31, 2024

Type

Valuation Technique

Unobservable Input

Weighted Average Rate

Range

Weighted Average Life (years)(1)

Commercial loans

Discounted cash flow

Discount rate

7.16%

5.90% - 12.12%

0.56

(1) Based on expected cash flows and potential prepayments.

(2) Weighted average rate and life are not applicable for loans held by the consolidated CLO, as they were not valued using a discounted cash flow approach. Loans held by the CLO are valued using the more observable fair value of the notes issued by the CLO.

The discount rate above is subject to change based on changes in economic and market conditions, in addition to changes in the underlying economics of the arrangement, such as changes in the underlying property valuation and debt service. These rates are also based on the location, type and nature of each underlying property and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.

Valuation of Revolving Credit Facility

Given the uncertainty of future cash flows and our ability to prepay without penalty, we determined the fair value of our revolving credit facility to approximate par.

The following table shows a reconciliation of the beginning and ending fair value measurements of our revolving credit facility:


$ in thousands	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Beginning Balance	$	—	$	—
Proceeds from revolving credit facility	—		135,000
Repayment of revolving credit facility	—		(135,000)
Net unrealized (gain) loss	—		—
Ending Balance	$	—	$	—

Valuation of Secured Financing Facilities

We have entered into secured financing facilities to provide floating rate financing for our commercial real estate loan investments. Our secured financing facilities are carried at fair value based on significant unobservable inputs and are classified as Level 3. The following tables show a reconciliation of the beginning and ending fair value measurements of our secured financing facilities:


	Three Months Ended June 30, 2025
$ in thousands	Secured Lending Agreements		Term Lending Agreement		Total
Beginning Balance	$	2,015,125	$	134,518	$	2,149,643
Proceeds from secured financing facilities	522,592		13,155		535,747
Repayments of secured financing facilities	(878,561)		—		(878,561)
Net unrealized (gain) loss	218		59		277
Unrealized foreign currency (gain) loss	20,404		—		20,404
Ending Balance	$	1,679,778	$	147,732	$	1,827,510


	Six Months Ended June 30, 2025
$ in thousands	Secured Lending Agreements		Term Lending Agreement		Total
Beginning Balance	$	1,720,350	$	134,518	$	1,854,868
Proceeds from secured financing facilities	808,893		13,155		822,048
Repayments of secured financing facilities	(878,561)		—		(878,561)
Net unrealized (gain) loss	23		59		82
Unrealized foreign currency (gain) loss	$	29,073	$	—	$	29,073
Ending Balance	$	1,679,778	$	147,732	$	1,827,510

The following tables summarize the significant unobservable inputs used in the fair value measurement of our secured financing facilities:

June 30, 2025

Type

Valuation Technique

Unobservable Input

Weighted Average Rate

Range

Weighted Average Life (years)(1)

Secured financing facilities

Discounted cash flow

Discount rate

5.85%

4.02% - 6.56%

0.46

December 31, 2024

Type

Valuation Technique

Unobservable Input

Weighted Average Rate

Range

Weighted Average Life (years)

Secured financing facilities

Discounted cash flow

Discount rate

6.20%

4.88% - 6.72%

0.56

(1) Based on expected cash flows and potential prepayments.

The discount rate above is subject to change based on changes in economic and market conditions, in addition to changes in the underlying economics of the pledged commercial real estate loan, such as changes in the loan-to-value ratio, credit profile and debt service. These rates are also based on the location, type and nature of each pledged property underlying the commercial real estate loan and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.

9.Accounts Payable, Accrued Expenses and Other Liabilities

The following table details the components of accounts payable, accrued expenses and other liabilities as of June 30, 2025 and December 31, 2024.


$ in thousands	June 30, 2025		December 31, 2024
Accounts payable and accrued expenses	$	2,336	$	2,073
Subscriptions paid in advance (1)	22,776		19,784
Accrued common stock repurchases	184		55
Other liabilities	567		1,247
Total	$	25,863	$	23,159

(1) Represents subscriptions received by our transfer agent prior to the date the subscriptions are effective.

10.Related Party Transactions

Due to Affiliates

The following table details the components of due to affiliates as of June 30, 2025 and December 31, 2024.


$ in thousands	June 30, 2025		December 31, 2024
Advanced organizational, offering and operating expenses	$	12,542	$	14,214
Reimbursable operating expenses	3,405		3,454
Adviser commitment fee payable	3,246		2,357
Stockholder servicing fees	16,174		8,503
Management fees	1,348		746
Performance fees	1,258		2,068
Total	$	37,973	$	31,342

Advanced Organizational, Offering and Operating Expenses

Under the terms of our Amended and Restated Advisory Agreement (“Advisory Agreement”), the Adviser advanced all of our organizational, offering and operating expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through May 31, 2024. Starting in December 2024, we began reimbursing the Adviser for these costs ratably over 52 months. As of June 30, 2025, we owe the Adviser approximately $12.5 million (December 31, 2024: $14.2 million) for the remaining outstanding balance of the expenses advanced by the Adviser under this arrangement.

Reimbursable Operating Expenses

Operating expenses incurred by the Adviser on our behalf after May 31, 2024 are reimbursed quarterly to the Adviser, and the balance outstanding as of June 30, 2025 and December 31, 2024 is listed in the above table as “Reimbursable operating expenses.”

Starting with the quarter ended June 30, 2025, we may not reimburse the Adviser at the end of any fiscal quarter for Total Operating Expenses (as defined in the Advisory Agreement) that exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”) for the four consecutive fiscal quarters then ended. We may reimburse the Adviser for operating expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. Operating expenses for the four consecutive fiscal quarters ended June 30, 2025 did not exceed the 2%/25% Guidelines.

Adviser Commitment Fee Payable

Borrowers pay a commitment fee in connection with the origination of each new loan. The commitment fee is calculated as a percentage of the whole loan on a fully-funded basis, as determined by the Adviser at the time of origination. We pay the Adviser 50% (not to exceed 0.5% of the whole loan on a fully funded basis) of any commitment fee charged to borrowers in connection with each new loan as compensation for sourcing, structuring and negotiating the loan. The commitment fee income and related expense to the Adviser is reported as commitment fee income, net of related party expense on the condensed consolidated statements of comprehensive income.

Stockholder Servicing Fees and Other Selling Commissions

Invesco Distributors, Inc. (the “Dealer Manager”) is entitled to receive upfront selling commissions and stockholder servicing fees for Class S, Class S-1, Class D and Class D-1 shares sold in the Continuous Offering. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such service. We did not issue any Class D-1 shares as of June 30, 2025.

We accrue the full amount of stockholder servicing fees payable as an offering cost at the time each Class S, Class S-1, Class D and Class D-1 share is sold during the Continuous Offering. The following table summarizes stockholder servicing fees paid for the period ended June 30, 2025 and the year ended December 31, 2024.


$ in thousands	Class S Shares		Class S-1 Shares		Class D Shares		Class D-1 Shares
For the period ended June 30, 2025	$	4	$	1,062	$	—	$	—
For the year ended December 31, 2024	$	1	$	761	$	—	$	—

The following table summarizes the upfront selling commissions for each class of shares payable at the time of subscription and the stockholder servicing fee we pay the Dealer Manager on an annualized basis as a percentage of the NAV for such class:


	Class S Shares	Class S-1 Shares	Class D Shares	Class D -1 Shares	Class I Shares	Class E Shares	Class F Shares
Maximum Upfront Selling Commissions (% of Transaction Price)	up to 3.5%	up to 3.5%	up to 1.5%	up to 1.5%	—	—	—
Stockholder Servicing Fee (% of NAV)	0.85%	0.85%	0.25%	0.25%	—	—	—

We will cease paying the stockholder servicing fee with respect to any Class S or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions and stockholder servicing fees paid with respect to the shares held by the stockholder would exceed, in the aggregate, 8.75% of the gross proceeds (7.75% for clients of certain participating broker dealers) from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any shares issued under our distribution reinvestment plan). At the end of such month, such Class S or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share. Such servicing fee limit does not apply to Class S-1 and Class D-1 shares.

Management Fee and Performance Fee

Under the terms of our Advisory Agreement, we pay the Adviser a management fee equal to 1.0% per annum of NAV, calculated monthly before giving effect to any accruals for the management fee, stockholder servicing fees, performance fees or any distributions with respect to our Class S, Class S-1, Class D, Class D-1 and Class I shares. We also pay the Adviser a performance fee equal to 10% of our “Performance Fee Income” with respect to our Class S, Class S-1, Class D, Class D-1 and Class I shares.

We do not pay the Adviser a management fee with respect to our Class F shares. We will pay the Adviser a performance fee with respect to the Class F shares. The Class F performance fee payable with respect to each calendar year will be an amount equal to 10% of the excess of Performance Fee Income allocable to Class F shares over a 6% annualized return on the Class F NAV per share. No performance fee is payable if the Performance Fee Income allocable to Class F is below the annualized 6% return in any calendar year or for a rolling two-year period.

We do not pay the Adviser a management or performance fee with respect to our Class E shares.

Performance Fee Income with respect to each class of common shares subject to a performance fee means the net income (determined in accordance with U.S. GAAP) allocable to such class of common shares subject to adjustment as defined under the terms of our Advisory Agreement. During the period that the Adviser advanced our organizational, offering and operating expenses, net income for purposes of the performance fee calculation excluded these advanced expenses. After the period that the Adviser advanced our organizational, offering and operating expenses, net income for purposes of the performance fee calculation includes previously advanced expenses that are to be repaid to the Adviser during the period. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year, and the Advisory Agreement does not prohibit the Adviser from entering into economic or other arrangements with other persons. For purposes of the performance fee calculation, total return per share is defined as an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of common shares since the beginning of the calendar year plus (ii) the change in NAV per share of such class of common shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for performance fees with respect to such class of common shares or (z) any applicable stockholder servicing fees.

The management fee and the performance fee are payable in cash or Class E shares at the option of the Adviser. Management fees and performance fees began to accrue on March 1, 2024. Management fees are accrued monthly and paid quarterly in arrears and performance fees are paid annually. During the three and six months ended June 30, 2025, we incurred management fees of $1.3 million and $2.4 million, respectively, of which $1.3 million is accrued as a component of due to affiliates on our condensed consolidated balance sheets as of June 30, 2025. During the three and six months ended June 30, 2025, we incurred performance fees of $490,000 and $1.3 million, respectively, of which $1.3 million is accrued as a component of due to affiliates on our condensed consolidated balance sheets as of June 30, 2025. During the three and six months ended June 30, 2025, we issued 41,491 and 70,791 Class E shares, respectively, as payment for the management fees earned. During the three and six months ended June 30, 2025, we issued — and 81,185 Class E Redeemable Common Stock shares, respectively, as payment for the performance fees earned. The shares issued to the Adviser for payment of the management fee and performance fee were issued at the applicable NAV per share at the end of each quarter for which the fees were earned.

The current term of our Advisory Agreement expires on March 31, 2026. The Advisory Agreement is subject to automatic renewals for successive one-year periods unless otherwise terminated in accordance with the provisions of the agreement. If the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated management fee and performance fee owed through the date of termination. If we elect not to renew our Advisory Agreement based on unsatisfactory performance and not for cause, we owe our Adviser a termination fee equal to three times the sum of our average annual management fee during the 24-month period before termination, calculated as of the end of the most recently completed fiscal quarter.

Our Adviser is subject to the supervision and oversight of our board of directors and has only such functions and authority as we delegate to it. The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. Each of our officers is an employee of the Adviser or one of its affiliates. We do not have any employees. We incurred $317,000 and $919,000, respectively, of costs for support personnel provided by the Adviser for the three and six months ended June 30, 2025 that are recorded as a component of due to affiliates on our condensed consolidated balance sheets and as general and administrative expenses on our condensed consolidated statements of comprehensive income. During the three and six months ended June 30, 2024, we incurred $218,000 and $450,000 of costs for support personnel provided by the Adviser.

The Adviser serves as Collateral Manager to the Company’s consolidated CLO and has waived any and all fees payable to the Adviser or any of its affiliates for this service for so long as it or any of its affiliates acts as the Collateral Manager and as manager of the Operating Partnership.

Related Party Share Ownership

The tables below summarize the number of shares and the total purchase price of the shares owned by affiliates as of June 30, 2025 and as of December 31, 2024.


	June 30, 2025
$ in thousands, except share amounts	Class S Shares	Class S-1 Shares	Class D Shares	Class D-1 Shares	Class I Shares	Class E Shares	Class F Shares	Total Purchase Price
Invesco Realty, Inc.(1)	1,196,923	—	1,197,628	—	1,194,434	1,189,256	—	$	120,000
Invesco Advisers, Inc.(2)	—	—	—	—	—	182,121	—	4,636
Members of our board of directors (3)	—	—	—	—	—	33,861	—	866
Total	1,196,923	—	1,197,628	—	1,194,434	1,405,238	—	$	125,502

(1) Shares issued to Invesco Realty, Inc. are governed by the terms of the Invesco Subscription Agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 11 - “Redeemable Common Stock - Related Party” for further information.

(2) Shares issued to Invesco Advisers, Inc. are governed by the terms of our Advisory Agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 11 - “Redeemable Common Stock - Related Party” for further information.

(3) Represents shares issued to members of our board of directors, including stock awards under our Share-Based Compensation Plan. Total Purchase Price for stock awards issued under our Share-Based Compensation Plan represents the value of shares issued as equity compensation.


	December 31, 2024
$ in thousands, except share amounts	Class S Shares	Class S-1 Shares	Class D Shares	Class D-1 Shares	Class I Shares	Class E Shares	Class F Shares	Total Purchase Price
Invesco Realty, Inc.(1)	1,496,143	—	1,497,041	—	1,492,906	1,483,196	—	$	150,000
Invesco Advisers, Inc.(2)	—	—	—	—	—	35,937	—	908
Members of our board of directors (3)	—	—	—	—	—	25,416	—	646
Total	1,496,143	—	1,497,041	—	1,492,906	1,544,549	—	$	151,554

11.Redeemable Common Stock - Related Party

Invesco Realty, Inc. (“Invesco Realty”), an affiliate of Invesco, has committed to purchase up to $300.0 million in shares of our common stock (the “Invesco Subscription Agreement”). Invesco has committed to purchase $150.0 million in capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. We may also call up to $150.0 million in additional capital (for a total of $300.0 million) if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our shares or for purposes of repaying indebtedness drawn on the revolving credit facility. As of June 30, 2025, we had called $120.0 million of the total $300.0 million. The remaining uncalled amount serves as collateral for the revolving credit facility.

Invesco Realty may not submit its shares for repurchase under the share repurchase plan described in Note 12 - “Stockholders’ Equity” until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco Realty at any time at a per share price equal to the most recently

determined NAV per share for each class (or another transaction price we believe reflects the NAV per share more appropriately than the prior month’s NAV per share). The Adviser or its affiliate must continue to hold at least $200,000 in shares for so long as Invesco or any affiliate thereof serves as our external adviser.

As discussed in Note 10 - “Related Party Transactions”, our management and performance fees are payable in cash or Class E shares at the option of the Adviser. Because the Adviser may elect to have the Company repurchase shares issued as payment for management fees or performance fees, we classify these shares as redeemable common stock. Class E shares issued to the Adviser as payment for management or performance fees are not subject to the repurchase limits of the Company’s share repurchase plan described in Note 12 - “Stockholders’ Equity,” any lockup period applicable to the Adviser, or any reduction penalty for an early repurchase. The Adviser also has the option to exchange Class E shares issued as payment for management or performance fees for Class S, Class S-1, Class D, Class D-1, Class F, or Class I shares. During the three months ended June 30, 2025, we issued 41,491 Class E shares to the Adviser as payment for management fees payable as of March 31, 2025.

The following tables summarize the changes in redeemable common stock for the six months ended June 30, 2025 and 2024:


$ in thousands	Class S Redeemable Common Stock		Class D Redeemable Common Stock		Class I Redeemable Common Stock		Class E Redeemable Common Stock		Total Redeemable Common Stock
Balance as of December 31, 2024	$	37,554	$	37,554	$	37,565	$	38,694	$	151,367
Issuance of redeemable common stock	—		—		—		2,814		2,814
Repurchase of redeemable common stock	(7,500)		(7,500)		(7,500)		(7,500)		(30,000)
Adjustment to carrying value of redeemable common stock	(4)		(5)		(1)		170		160
Balance as of March 31, 2025	$	30,050	$	30,049	$	30,064	$	34,178	$	124,341
Issuance of redeemable common stock	—		—		—		1,062		1,062
Repurchase of redeemable common stock	—		—		—		(148)		(148)
Adjustment to carrying value of redeemable common stock	(23)		(22)		(39)		29		(55)
Balance as of June 30, 2025	$	30,027	$	30,027	$	30,025	$	35,121	$	125,200


$ in thousands	Class S Redeemable Common Shares		Class D Redeemable Common Shares		Class I Redeemable Common Shares		Class E Redeemable Common Shares		Total Redeemable Common Stock
Balance as of December 31, 2023	$	26,335	$	26,335	$	26,335	$	26,335	$	105,340
Issuance of redeemable common stock	—		—		—		—		—
Adjustment to carrying value of redeemable common stock	—		—		—		—		—
Balance as of March 31, 2024	$	26,335	$	26,335	$	26,335	$	26,335	$	105,340
Issuance of redeemable common stock	—		—		—		145		145
Repurchase of redeemable common stock	(25,000)		(25,000)		(25,000)		(25,000)		(100,000)
Adjustment to carrying value of redeemable common stock	35		35		13		92		175
Balance as of June 30, 2024	$	1,370	$	1,370	$	1,348	$	1,572	$	5,660

The following tables summarize the changes in our outstanding shares of redeemable common stock shares for the six months ended June 30, 2025 and 2024:


	Class S Redeemable Common Shares	Class D Redeemable Common Shares	Class I Redeemable Common Shares	Class E Redeemable Common Shares	Total Redeemable Common Stock
Outstanding Shares as of December 31, 2024	1,496,143	1,497,041	1,492,906	1,519,133	6,005,223
Issuance of redeemable common stock	—	—	—	110,485	110,485
Repurchase of redeemable common stock	(299,220)	(299,413)	(298,472)	(293,940)	(1,191,045)
Outstanding Shares as of March 31, 2025	1,196,923	1,197,628	1,194,434	1,335,678	4,924,663
Issuance of redeemable common stock	—	—	—	41,491	41,491
Repurchase of redeemable common stock	—	—	—	(5,792)	(5,792)
Outstanding Shares as of June 30, 2025	1,196,923	1,197,628	1,194,434	1,371,377	4,960,362


	Class S Redeemable Common Shares	Class D Redeemable Common Shares	Class I Redeemable Common Shares	Class E Redeemable Common Shares	Total Redeemable Common Stock

Outstanding Shares as of December 31, 2023	1,052,487	1,052,487	1,052,487	1,052,464	4,209,925
Issuance of redeemable common stock	—	—	—	—	—
Outstanding Shares as of March 31, 2024	1,052,487	1,052,487	1,052,487	1,052,464	4,209,925
Issuance of redeemable common stock	—	—	—	5,792	5,792
Repurchase of redeemable common stock	(997,920)	(997,921)	(998,825)	(995,972)	(3,990,638)
Outstanding Shares as of June 30, 2024	54,567	54,566	53,662	62,284	225,079

12.Stockholders’ Equity

Stapled Unit Offerings of Preferred and Common Stock

On January 31, 2025, we redeemed all 111 Stapled Units and 117 New Stapled Units issued and outstanding. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S Share, one Class D Share and one Class I Share. Each New Stapled Unit consists of one share of Series A Preferred Stock and one Class S-1 Share. The cash redemption price for each share of stapled common stock was the NAV per share for the applicable share class as of December 31, 2024. Through the redemption of all Stapled Units and New Stapled Units, we redeemed all 228 issued and outstanding shares of our Series A Preferred Stock for approximately $232,000, plus accrued and unpaid dividends. The cash redemption price for each share of Series A Preferred Stock was $1,000. The excess of the consideration transferred over carrying value was accounted for as a deemed dividend and resulted in a reduction of approximately $27,000 in net income (loss) attributable to common stockholders for the six months ended June 30, 2025. Prior to redemption, holders of our Series A Preferred Stock were entitled to receive dividends at an annual rate of 12.5% of the liquidation preference of $1,000 per share or $125.00 per share per annum.

Common Stock

The table below summarizes changes in our outstanding shares of common stock for the six months ended June 30, 2025 and 2024. We did not issue any Class D-1 Shares as of June 30, 2025.


	Six Months Ended June 30, 2025
	Class S Shares	Class S-1 Shares	Class D Shares	Class D-1 Shares	Class I Shares	Class E Shares	Class F Shares	Total
Total Outstanding Shares as of December 31, 2024	1,502,214	7,226,062	1,499,147	—	4,171,608	1,635,105	8,218,258	24,252,394
Issuance of common stock to unaffiliated stockholders	3,969	3,261,421	8,211	—	1,088,268	8,244	—	4,370,113

Common stock distribution reinvestment	—	98,095	99	—	36,810	1,370	161,371	297,745
Issuance of redeemable common shares(1)	—	—	—	—	—	110,485	—	110,485
Repurchase of common stock	(111)	(21,833)	(111)	—	(8,678)	—	—	(30,733)
Repurchase of redeemable common stock	(299,220)	—	(299,413)	—	(298,472)	(293,940)	—	(1,191,045)
Total Outstanding Shares as of March 31, 2025	1,206,852	10,563,745	1,207,933	—	4,989,536	1,461,264	8,379,629	27,808,959
Issuance of common stock	146,445	3,203,781	—	—	1,542,452	9,001	—	4,901,679
Stock awards(2)	—	—	—	—	—	7,700	—	7,700
Issuance of redeemable common stock(1)	—	—	—	—	—	41,491	—	41,491
Common stock distribution reinvestment	240	133,400	198	—	48,497	1,484	157,380	341,199
Repurchase of common stock	—	(23,808)	—	—	(70,026)	(1,954)	—	(95,788)
Repurchase of redeemable common stock	—	—	—	—	—	(5,792)	—	(5,792)
Total Outstanding Shares as of June 30, 2025(1)	1,353,537	13,877,118	1,208,131	—	6,510,459	1,513,194	8,537,009	32,999,448

(1) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.

(2) Represents shares issued to independent directors under the Incentive Plan.


	Six Months Ended June 30, 2024
	Class S Shares	Class S-1 Shares	Class D Shares	Class I Shares	Class E Shares	Class F Shares	Total
Total Outstanding Shares as of December 31, 2023	1,052,598	1,054,174	1,052,598	1,383,506	1,067,805	—	5,610,681
Issuance of common stock to unaffiliated stockholders	—	1,467,311	—	656,221	57,994	—	2,181,526

Common stock distribution reinvestment	—	21,860	—	8,245	622	—	30,727
Total Outstanding Shares as of March 31, 2024	1,052,598	2,543,345	1,052,598	2,047,972	1,126,421	—	7,822,934
Issuance of common stock	5,757	1,258,476	—	448,043	10,707	4,747,348	6,470,331
Stock awards(1)	—	—	—	—	3,340	—	3,340
Issuance of redeemable common stock(2)	—	—	—	—	5,792	—	5,792
Common stock distribution reinvestment	—	71,248	—	31,704	1,582	—	104,534
Repurchase of common stock	—	—	—	(1,200)		—	(1,200)
Repurchase of redeemable common stock	(997,920)	—	(997,921)	(998,825)	(995,972)	—	(3,990,638)
Total Outstanding Shares as of June 30, 2024	60,435	3,873,069	54,677	1,527,694	151,870	4,747,348	10,415,093

(1) Represents shares issued to independent directors under the Incentive Plan.

(2) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.

Distributions

We are generally required to distribute at least 90% our taxable income to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code. Taxable income does not necessarily equal net income as calculated in accordance with U.S. GAAP.

For the three and six months ended June 30, 2025, we declared distributions of $14.3 million and $27.3 million, respectively. We accrued $5.0 million for distributions payable, of which $791,000 was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of June 30, 2025. For the three and six months ended June 30, 2024, we declared distributions of $7.3 million and $13.6 million, respectively. We accrued $3.8 million for distributions payable, of which $1.0 million was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of December 31, 2024.

The tables below detail the aggregate distributions declared per share for each applicable class of stock for the three and six months ended June 30, 2025 and June 30, 2024:


	Three Months Ended June 30, 2025
		Class S Shares		Class S-1 Shares		Class D Shares		Class D-1 Shares		Class I Shares		Class E Shares		Class F Shares
Aggregate distribution declared per share		$	0.4800	$	0.4800	$	0.4800	$	—	$	0.4800	$	0.4800	$	0.4800
Stockholder servicing fee per share		(0.0046)		(0.0533)		—		—		—		—		—
Net distribution declared per share		$	0.4754	$	0.4267	$	0.4800	$	—	$	0.4800	$	0.4800	$	0.4800


	Six Months Ended June 30, 2025
		Class S Shares		Class S-1 Shares		Class D Shares		Class D-1 Shares		Class I Shares		Class E Shares		Class F Shares
Aggregate distribution declared per share		$	0.9800	$	0.9800	$	0.9800	$	—	$	0.9800	$	0.9800	$	0.9800
Stockholder servicing fee per share		(0.0049)		(0.1061)		—		—		—		—		—
Net distribution declared per share		$	0.9751	$	0.8739	$	0.9800	$	—	$	0.9800	$	0.9800	$	0.9800


	Three Months Ended June 30, 2024
		Class S Shares		Class S-1 Shares		Class D Shares		Class I Shares		Class E Shares		Class F Shares(3)
Aggregate distribution declared per share		$	0.7800	$	0.7800	$	0.7800	$	0.7800	$	0.7800	$	0.7800
Stockholder servicing fee per share		(0.0017)		(0.0529)		—		—		—		—
Net distribution declared per share		$	0.7783	$	0.7271	$	0.7800	$	0.7800	$	0.7800	$	0.7800


	Six Months Ended June 30, 2024
		Class S Shares		Class S-1 Shares		Class D Shares		Class I Shares		Class E Shares		Class F Shares(3)
Aggregate distribution declared per share		$	1.6400	$	1.6400	$	1.6400	$	1.6400	$	1.6400	$	0.7800
Stockholder servicing fee per share		(0.0017)		(0.1063)		—		—		—		—
Net distribution declared per share		$	1.6383	$	1.5337	$	1.6400	$	1.6400	$	1.6400	$	0.7800

Share Repurchase Plan

We have adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

Class F stockholders may not participate in our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion and (ii) March 23, 2028. However, Class F stockholders are entitled to request that we repurchase their shares in the event that there is a Key Person Event or a Material Strategy Change, as such terms are defined in the Class F subscription agreement.

During the three and six months ended June 30, 2025, we fulfilled all requests under the share repurchase plan and repurchased 95,788 and 126,521 shares of common stock for $2.4 million and $3.2 million, respectively. For the three and six months ended June 30, 2024, we repurchased 1,200 shares of common stock for $29,000 and fulfilled all repurchase requests that were made under the share repurchase plan.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan (“DRP”) whereby common stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased (including fractional shares) under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable.

Share-Based Compensation Plan

During the three months ended June 30, 2025, we awarded independent members of our board of directors 7,700 restricted shares of Class E common stock under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”). The restricted shares vest on the first anniversary of the grant date unless forfeited prior to such date, subject to certain conditions that accelerate vesting. During the three months ended June 30, 2024, we awarded 3,340 restricted shares of Class E common stock that vest on the first anniversary of the grant date unless forfeited under the Incentive Plan. For the three and six months ended June 30, 2025, we recognized $43,000 and $62,000, respectively, of compensation expense related to these awards. For the three and six months ended June 30, 2024, we recognized $20,000 and $37,000, respectively, of compensation expense related to these awards. As of June 30, 2025 and 2024, we had 1,085,971 and 1,093,671 shares of common stock available for future issuance under the Incentive Plan, respectively.

13.Earnings per Common Share

Earnings per share for the three and six months ended June 30, 2025 and 2024 is computed as presented in the table below.


	Three Months Ended June 30,				Six Months Ended June 30,
$ in thousands, except share and per share amounts	2025		2024		2025		2024


Net income (loss) available to common stockholders	$	8,287	$	3,620	$	19,922	$	8,300



Weighted average common shares outstanding	31,307,099		10,729,623		29,281,449		8,956,409
Effect of dilutive restricted stock awards	27		28		52		306
Diluted weighted average common shares outstanding	31,307,126		10,729,651		29,281,501		8,956,715
Earnings (loss) per share:
Basic	$	0.26	$	0.34	$	0.68	$	0.93
Diluted	$	0.26	$	0.34	$	0.68	$	0.93

14.Commitments and Contingencies

Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2025, we had unfunded commitments of $304.9 million for certain of our commercial real estate loan investments. The unfunded commitments consist of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitments over the weighted average remaining term of the related loans of 1.81 years.

We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2025, the Company was not involved in any material legal proceedings.

15.Segment Reporting

We conduct our business as a single operating segment. Because the accounting policies for the segment are the same as those described in Note 2 “Summary of Significant Accounting Policies,” to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024, total segment net income and total segment assets are equal to total net income and total assets, as reported on our condensed consolidated statements of comprehensive income and condensed consolidated balance sheets, respectively. All revenues for the segment are derived from external customers.

16.Subsequent Events

Stockholders’ Equity

Subsequent to June 30, 2025, we issued the following shares of common stock:


$ in thousands except share amounts	Shares Issued to Third Parties		Shares Issued to Affiliates(1)(2)		DRP Shares(3)




Class S	20,686		—		250
Class S-1	2,194,519		—		53,917
Class D	—		—		67
Class D-1	—		—		—
Class I	983,178		—		19,793
Class E	8,166		54,719		537
Class F	—		—		53,033
Total	3,206,549		54,719		127,597

Total net proceeds(4)	$	80,564	$	—	$	3,240

(1)Affiliates include related parties discussed in Note 10 - “Related Party Transactions”.

(2)Includes 52,637 Class E shares issued to our Adviser as payment for management fees of $1.3 million and 2,082 Class E shares issued as equity compensation to an independent director in an amount equal to $53,000, both of which are excluded from Total net proceeds.

(3)Represents shares issued under our distribution reinvestment plan.

(4)With respect to DRP Shares, Total net proceeds represents total value of shares issued under our distribution reinvestment plan.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this quarterly report on Form 10-Q, or this “Quarterly Report,” we refer to Invesco Commercial Real Estate Finance Trust, Inc. and its consolidated subsidiaries as “we,” “us,” “the Company,” or “our,” unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, Invesco Advisers, Inc., as our “Adviser,” and we refer to the indirect parent company of our Adviser, Invesco Ltd. together with its consolidated subsidiaries (which does not include us), as “Invesco.”

The following discussion should be read in conjunction with our condensed consolidated financial statements and the accompanying notes to our condensed consolidated financial statements, which are included in Item 1 of this Quarterly Report, as well as the information contained in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

Forward Looking Statements

This Quarterly Report may include statements that constitute “forward-looking statements” within the meaning of the United States securities laws and the Private Securities Litigation Reform Act of 1995, and such statements are intended to be covered by the safe harbor provided by the same. These forward-looking statements may include statements about possible or assumed future results of our business, investment strategies, financial condition, liquidity, results of operations, distributions, repurchases plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “project,” “forecast” or similar expressions and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, we intend to identify forward-looking statements, although not all forward-looking statements may contain such words.

Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are difficult to predict and are generally beyond our control. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. We caution you not to rely unduly on any forward-looking statements and urge you to carefully consider the factors described under the headings "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Report and our Annual Report on Form 10-K. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Executive Overview

Introduction

We are a Maryland corporation formed in October 2022. Our primary investment strategy is to originate, acquire, and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate. To a lesser extent, we may purchase non-distressed public or private debt securities and invest in private operating companies in the business of or related to commercial real estate credit through debt or equity investment. We commenced investing in commercial real estate loans in May 2023. Prior to investing, we were primarily engaged in organizational activities.

We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd., an independent global investment management firm. Our Adviser utilizes the personnel and global resources of Invesco Real Estate to provide investment management services to us. We qualified to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2023. To maintain our REIT qualifications, we are generally required to distribute at least 90% of our REIT taxable income to our stockholders annually. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income (determined without regard to our net capital gain and dividends-paid deduction) to stockholders and maintain our qualification as a REIT. We operate our business in a manner that permits our exclusion from the definition of “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

We are engaging in a continuous, unlimited private offering of our common stock to “accredited investors” (as defined by Rule 501 promulgated pursuant to the Securities Act) (the “Continuous Offering”) under exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws.

Factors Impacting Our Operating Results

Our operating results can be affected by a number of factors and depend on loan origination activity, interest earned on the commercial loan investments held in the portfolio, interest paid on the borrowing facilities of the portfolio and changes in the fair value of our commercial real estate loan investments and our borrowings. Our net interest income varies primarily as a result of the number of loan originations in the period, the timing of entering into new borrowing arrangements, repayments from the borrower of the outstanding principal balance of our loan assets during the period, and changes in benchmark interest rates and market spreads. Market spreads vary according to the type of investment or borrowing, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty.

Due to the floating rate nature of our loan portfolio, we are subject to changes in benchmark rates. Decline in benchmark interest rates could ultimately lead to lower interest income received from our floating rate debt investments. To mitigate the impact of reduced interest income as a result of declining benchmark rates, we have structured interest rate floors for each of the loans where the borrower will be required to pay minimum debt service payments should rates fall below a predetermined amount. Additionally, during a falling benchmark interest rate environment, our overall cost of borrowings decreases as well.

We have elected the fair value option for our commercial real estate loan investments, real estate-related securities, secured lending and term lending agreements (collectively, our secured financing facilities), our revolving credit facility, and our collateralized loan obligations. The fair value of our commercial real estate loans can be impacted by changes in credit spread premiums (yield advantage over a benchmark rate) and the supply of, and demand for, assets in which we invest.

Operating results can also be impacted by foreign currency risk from investments denominated in currencies other than the U.S. dollar (“USD”). We hedge the non-USD exposure in the portfolio via forward contracts with the goal to mitigate foreign currency impacts to the portfolio.

Market Conditions

For the quarter ended June 30, 2025, the Company originated seven commercial real estate loans with an aggregate total loan commitment amount of $705.5 million and a spot coupon of 11.09% based on the weighted average interest rate on our net committed equity position as of June 30, 2025.

The portfolio saw a slight increase in weighted average net spread, going from 6.82% in the first quarter 2025 to 6.87% in the second quarter 2025. The weighted average interest rate spread on our net committed equity position is comprised of the difference between the spread on our commercial real estate loans applied to the committed loan amounts less the spread on our borrowings applied to the total financing. This difference is divided by our net committed equity position. The weighted average interest rate is the spread combined with the applicable benchmark rate (in effect on June 30, 2025) after considering any impact of the interest rate floor.

The start of the quarter began with shifts in tariff policies resulting in a period of market volatility, particularly in public equities and fixed income markets. Commercial mortgage-backed securities (“CMBS”) and corporate spreads saw a sharp increase in early April related to Liberation Day volatility, and, although there has been some normalization, CMBS spreads as of quarter-end remained slightly wider than in the first quarter. Additionally, there was an increase in competition among private debt lenders during the second quarter which translated into spread compression within 0.05% to 0.10% on floating rate debt. U.S. commercial real estate transaction volume is estimated to have risen 5.00% to 8.00% in second quarter of this year from the first quarter, reflecting improved sentiment and macroeconomic conditions.

As of June 30, 2025, the Federal Reserve has held interest rates steady between 4.25% and 4.50% since December 2024 while the European Central Bank cut interest rates another 0.25% to 2.00%. Management is continuing to monitor inflation trends (especially considering tariff policy shift) and impacts to central banks’ policies during the second half of the year.

Outlook

We expect that the competitive landscape will normalize over the next two years, with increasing competition from debt funds and higher levels of bank lending. We expect credit spreads to continue to tighten due to increased competition among debt funds, which has been offset somewhat by a decrease in cost of capital from secured financing facilities. Tightening spreads on whole loan originations may result in positive impacts to valuations as well as negative impact to interest and spot coupon rates

to varying degrees. Spreads on our secured financing facilities tend to move directionally with spread movement on whole loans creating a reverse and potentially offsetting impact.

While some larger banks may increase lending activity as loans are repaid, many small and regional banks will likely continue to struggle with the large volume of loans made when interest rates were low. Loans made prior to the Federal Reserve’s rate increases starting in 2022 likely lost value, and lenders are still working through loans originated during the time of peak real estate values. We will continue to monitor the competitive landscape and prioritize credit discipline, and expect to continue to benefit from a relatively new loan portfolio with originations beginning in 2023.

We believe the Company is well positioned to benefit from a prudently managed portfolio and a disciplined investment approach. Our “credit-over-yield” philosophy should allow us to provide durable current income to stockholders while seeking to manage risk during the current market environment. We believe private credit assets secured by commercial real estate remain appealing for several reasons, including historically attractive long-term risk-adjusted returns compared to both fixed income and equity alternatives, security in the capital stack at reset values, downside protection afforded by asset-backed lending, and limited correlation with other fixed income investments.

Q2 2025 Highlights

Capital Activity and Distributions

•Declared monthly net distributions totaling $14.3 million for the quarter ended June 30, 2025.

•Raised $118.8 million of net proceeds from the sale of our common stock through our Continuous Offering during the quarter ended June 30, 2025.

Investments

•Originated six floating rate senior commercial real estate loans in the United States with a total commitment amount of $488.8 million and total outstanding principal amount of $464.7 million as of June 30, 2025, including self-storage, student housing, multifamily and industrial properties.

•Originated a $216.7 million (£158.0 million) floating rate senior commercial real estate loan secured by a portfolio of logistics warehouses located in the United Kingdom.

•We purchased $9.8 million in real estate-related securities during the three months ended June 30, 2025.

Financing Activity

•Financed a pool of loans and loan participations from our existing loan portfolio through a managed CLO, contributing $1.2 billion of commercial real estate loan investments into the CLO, issuing $1.2 billion of Secured Notes and Income Notes and retaining $219 million of the CLO, consisting of Classes D, E, F, and G and the Income Notes.

•Repaid $342.8 million to our secured financing facilities for the three months ended June 30, 2025.

Financial Condition

Investment Activities

We commenced investing in domestic commercial real estate loans in May 2023 and in European loans in September 2024. As of June 30, 2025, we originated 63 commercial real estate loans with a fair value of $3.6 billion. We elected the fair value option for our commercial real estate loan investments and, accordingly, recognize any origination costs or fees associated with the loans in the period of origination. Our domestic loan investments earn interest at Term SOFR plus a spread and had a weighted average interest rate of 7.22% as of June 30, 2025. Our European loans earn interest at either three-month Euribor or three-month SONIA and had a weighted average interest rate of 6.65% at June 30, 2025. During the three months ended June 30, 2025, we earned $55.2 million of interest income on these loans.

The following table details overall statistics for our loan portfolio as of June 30, 2025, December 31, 2024, and June 30, 2024:


$ in thousands	June 30, 2025			December 31, 2024			June 30, 2024
Number of investments	63			46			22
Principal balance	$	3,546,862		$	2,390,362		$	1,119,807
Fair value	$	3,550,378		$	2,391,078		$	1,121,010
Unfunded loan commitments(1)	$	304,927		$	298,266		$	258,764
Weighted-average interest rate(2)	7.13		%	7.38		%	8.41		%
Weighted-average maximum maturity (years)(3)	4.0			4.3			4.5
Origination loan-to-value (LTV)(4)	63		%	63		%	62		%

(1) Unfunded commitments will primarily be funded to finance construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These future commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.

(2) Represents weighted average interest rate as of period end.

(3) Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.

(4) LTV is generally based on the initial loan amount and the independent property appraisals at the time of origination.

The following charts illustrate the diversification and composition of our loan portfolio based on fair value as of June 30, 2025:

The following table details our loan activity:


	Three Months Ended		Six Months Ended
$ in thousands	June 30, 2025		June 30, 2025
Loan originations	$	678,334	$	1,047,067
Loan fundings	57,119		73,092
Loan repayments and sales	—		—
Total net fundings	$	735,453	$	1,120,159

The following table provides details of our loan portfolio, on a loan-by-loan basis, as of June 30, 2025:


$ in thousands
Metropolitan Statistical Area	Property Type	Origination Date	Weighted Average Interest Rate(1)	Loan Amount(2)		Principal Balance Outstanding		Fair Value		Current Maturity	Maximum Maturity(3)
Phoenix	Industrial	05/17/2023	7.66%	$	136,000	$	124,719	$	124,913	6/9/2026	6/9/2028
San Jose	Multifamily	05/31/2023	7.47%	41,700		41,700		41,700		6/9/2026	6/9/2028
New York (4)	Multifamily	07/26/2023	7.42%	73,600		73,600		73,600		8/9/2026	8/9/2028
Los Angeles	Multifamily	08/04/2023	7.42%	85,180		81,037		81,037		8/9/2025	8/9/2028
Miami	Industrial	08/25/2023	7.67%	42,676		36,700		36,700		9/9/2025	9/9/2028
Richmond	Industrial	09/25/2023	7.66%	38,300		35,363		35,418		10/9/2025	10/9/2028
Atlanta	Industrial	11/06/2023	7.66%	92,950		87,206		87,340		11/9/2025	11/9/2028
Dallas	Multifamily	12/07/2023	7.12%	70,000		65,750		65,750		12/9/2026	12/9/2028
Seattle	Multifamily	12/12/2023	7.27%	68,500		68,500		68,500		12/9/2026	12/9/2028
New York (5)	Multifamily	12/21/2023	7.32%	22,500		22,500		22,545		12/9/2026	12/9/2028
Houston	Multifamily	01/24/2024	7.32%	61,500		61,000		61,122		2/9/2027	2/9/2029
New York	Multifamily	02/08/2024	7.32%	120,000		76,865		77,019		2/9/2027	2/9/2029
Orange County	Multifamily	03/05/2024	7.47%	56,600		56,520		56,520		3/9/2027	3/9/2029
Los Angeles	Multifamily	03/28/2024	7.32%	45,000		41,535		41,618		4/9/2026	4/9/2029
Los Angeles	Multifamily	04/12/2024	7.37%	66,050		61,722		61,845		4/9/2027	4/9/2029
New York	Multifamily	05/02/2024	7.32%	150,000		74,600		74,668		5/9/2027	5/9/2029
Fort Worth	Multifamily	05/15/2024	7.22%	22,500		21,775		21,775		6/9/2026	6/9/2029
Fort Worth	Multifamily	05/15/2024	7.22%	23,650		23,500		23,500		6/9/2026	6/9/2029
Orange County	Industrial	05/31/2024	7.17%	47,275		43,740		43,799		6/9/2027	6/9/2029
Dallas	Multifamily	06/07/2024	7.12%	40,740		37,869		37,903		6/9/2027	6/9/2029
San Francisco	Multifamily	06/17/2024	6.97%	33,500		30,940		31,019		7/9/2027	7/9/2029
Jacksonville	Multifamily	06/28/2024	7.42%	40,350		39,184		39,184		7/9/2027	7/9/2029
Various U.S.	Self-Storage	07/10/2024	7.52%	42,448		41,813		41,817		8/9/2027	8/9/2029
Houston	Multifamily	07/24/2024	7.22%	50,750		49,750		49,756		8/9/2026	8/9/2029
Tampa	Multifamily	08/01/2024	7.02%	41,750		41,750		41,755		8/9/2027	8/9/2029
Dallas	Multifamily	08/01/2024	7.17%	44,000		44,000		44,005		8/9/2026	8/9/2029
Las Vegas	Industrial	08/20/2024	7.12%	55,515		53,325		53,408		9/9/2027	9/9/2029
Various U.S.	Self-Storage	08/27/2024	7.52%	11,267		10,592		10,594		9/9/2027	9/9/2029
Washington D.C.	Multifamily	08/28/2024	7.07%	101,000		98,858		98,927		9/9/2027	9/9/2029
Various U.S.	Industrial	08/30/2024	7.72%	83,500		77,766		77,801		9/9/2027	9/9/2029
Various U.S.	Industrial	09/12/2024	7.07%	128,010		122,575		122,820		10/9/2027	10/9/2029
Various U.S.	Industrial	09/13/2024	7.07%	47,881		47,881		47,977		10/9/2027	10/9/2029
Europe	Industrial	09/26/2024	5.54%	107,448		107,448		107,526		10/9/2027	10/9/2028
Europe	Industrial	09/26/2024	5.96%	95,998		95,998		96,069		10/9/2027	10/9/2028
Bristol, United Kingdom	Industrial	09/26/2024	7.48%	113,827		113,827		114,070		10/9/2027	10/9/2028
Tacoma	Self-Storage	10/08/2024	7.52%	13,356		13,054		13,058		10/9/2027	10/9/2029
Gainesville	Self-Storage	10/08/2024	7.52%	7,030		6,914		6,916		10/9/2027	10/9/2029
Lynchburg	Self-Storage	10/08/2024	7.52%	14,225		13,637		13,641		10/9/2027	10/9/2029
Los Angeles	Multifamily	10/10/2024	7.17%	22,545		20,776		20,822		10/9/2026	10/9/2029
Washington D.C.	Multifamily	10/15/2024	7.02%	98,900		97,570		97,654		10/9/2027	10/9/2029
San Jose (6)	Industrial	10/31/2024	12.07%	30,000		21,145		21,145		10/31/2027	10/31/2029
New York (7)	Multifamily	12/06/2024	7.07%	61,897		61,397		61,520		12/9/2027	12/9/2029
Orange County	Industrial	12/13/2024	7.27%	67,832		54,411		54,513		1/9/2028	1/9/2030
Riverside	Industrial	12/17/2024	7.52%	58,092		48,182		48,272		1/9/2028	1/9/2030
Ft Lauderdale	Self-Storage	12/18/2024	7.52%	14,251		13,384		13,391		1/9/2028	1/9/2030
Chicago	Industrial	12/20/2024	7.27%	31,802		30,415		30,473		1/9/2028	1/9/2030
Austin	Industrial	01/16/2025	7.37%	26,042		22,306		22,350		2/9/2028	2/9/2030
Raleigh	Student Housing	01/30/2025	7.02%	43,460		39,330		39,416		2/9/2027	2/9/2030
Baton Rouge	Student Housing	02/06/2025	7.02%	29,500		22,750		22,800		2/9/2027	2/9/2030
Columbia	Student Housing	02/06/2025	7.02%	29,750		25,491		25,547		2/9/2027	2/9/2030
Portland	Multifamily	02/13/2025	7.02%	60,165		59,483		59,624		3/9/2027	3/9/2030
Austin	Student Housing	02/19/2025	7.02%	49,943		45,363		45,462		3/9/2027	3/9/2030
Eugene	Student Housing	02/19/2025	7.02%	73,053		64,300		64,441		3/9/2027	3/9/2030
Knoxville	Student Housing	02/20/2025	7.02%	98,290		80,500		80,714		3/9/2027	3/9/2030
Minneapolis	Self-Storage	03/11/2025	7.42%	7,475		6,984		6,965		4/9/2028	4/9/2030
Philadelphia	Self-Storage	03/11/2025	7.42%	6,715		6,153		6,136		4/9/2028	4/9/2030


$ in thousands
Metropolitan Statistical Area	Property Type	Origination Date	Weighted Average Interest Rate(1)	Loan Amount(2)		Principal Balance Outstanding		Fair Value		Current Maturity	Maximum Maturity(3)
Athens	Student Housing	04/01/2025	6.82%	22,000		20,118		20,156		4/9/2027	4/9/2030
Athens	Student Housing	04/01/2025	6.82%	27,200		22,866		22,909		4/9/2027	4/9/2030
New York	Multifamily	04/15/2025	6.67%	25,682		21,332		21,338		5/9/2028	5/9/2030
Boston	Self-Storage	05/19/2025	7.17%	9,276		8,750		8,772		6/9/2028	6/9/2030
Portland	Multifamily	05/21/2025	6.72%	50,110		50,110		50,110		6/9/2027	6/9/2030
Various U.S.	Industrial	06/09/2025	6.62%	354,550		341,550		341,550		6/9/2028	6/9/2030
London, United Kingdom	Industrial	06/17/2025	7.07%	216,683		216,683		216,683		7/10/2027	7/10/2028
			7.13%	$	3,851,789	$	3,546,862	$	3,550,378

(1)Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. Domestic loans earn interest at the one-month Term SOFR plus a spread. Euro denominated loans earn interest at three-month Euribor plus a spread. Our loan denominated in British pound sterling earns interest at three-month SONIA plus a spread.

(2)Loan amount consists of outstanding principal balance plus unfunded loan commitments.

(3)Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

(4)The total whole loan is $73.6 million, including (i) a senior mortgage loan of $55.2 million, and (ii) a mezzanine note of $18.4 million.

(5)The total whole loan is $22.5 million, including (i) a senior mortgage loan of $18.0 million and (ii) a mezzanine note of $4.5 million.

(6)This loan is a mezzanine loan.

(7)The total whole loan is $61.9 million, including (i) a senior mortgage loan of $49.5 million and (ii) a mezzanine note of $12.4 million.

Significant Borrowers/Sponsors

As of June 30, 2025, we have invested in 63 commercial real estate loans with a fair value of $3.6 billion. Our portfolio consists of the following significant borrowers or sponsors:


$ in thousands
Counterparty	Loan Count	Fair Value		% of Loan Portfolio
Sponsor A(1)	8	$	375,965	11	%
Sponsor B - Facility I(2)	6	$	252,815	7	%
Sponsor B - Facility II(2)	9	$	121,290	3	%
Sponsor B - Facility III(2)	7	$	240,731	7	%
Borrower A	1	$	341,550	10	%

(1) These loans are affiliated with a single institutional investment manager as of June 30, 2025.

(2) Within each of the three Facilities, the individual loans may have separate borrowers but are cross-collateralized and cross-defaulted. The loans are not cross collateralized or cross defaulted across Facilities, however, and the credit exposure of each Facility’s loans is contained within its distinct Facility.

Loan Risk Ratings

We evaluate each loan at origination and assign an overall risk rating based on several factors, including but not limited to, credit metrics and volatility, sponsorship, sector type, property condition and performance, and market to determine the overall health of each loan investment in the portfolio (“Loan Risk Rating”). Loans are rated “1” (very low risk), “2” (low risk), “3” (medium risk), “4” (high risk/potential for loss), or “5” (impaired/loss likely). We re-evaluate the loan risk ratings on our loan portfolio quarterly and update risk ratings as needed.

Our loan portfolio had a weighted-average loan risk rating of 2.8 as of June 30, 2025 and 2.8 as of December 31, 2024.

Real Estate-Related Securities

As of June 30, 2025, our liquid real estate-related securities portfolio consisted of investments in commercial mortgage-backed securities (“CMBS”). We did not hold real estate-related securities as of December 31, 2024. The following table details overall statistics for our investments in real estate-related securities as of June 30, 2025:


$ in thousands	June 30, 2025
Number of investments	7
Principal balance	$	9,814
Amortized cost	$	9,743
Fair value	$	9,763
Period-end weighted average yield	6.22		%
Weighted average maturity date	August 2037

Financing and Other Liabilities

We finance the majority of our commercial real estate loan portfolio through collateralized loan obligations and secured financing facilities, which are structured as repurchase agreements and term lending agreements.

Pursuant to our fair value option election described in the notes to our financial statements, we mark to market assets and liabilities associated with our financing arrangements for financial reporting purposes. Certain of our financing arrangements, however, are not contractually subject to credit or capital markets mark-to-market provisions with respect to margin call rights (i.e. liability repayment) and are referred in the below table as “Non-Mark-to-Market” financing arrangements.

We utilize a revolving line of credit as a short-term cash management tool to pay fees and expenses and bridge portfolio-level financing arrangements. Our revolving line of credit bears interest at a one-month Term SOFR plus a spread and had a weighted average borrowing rate of 7.20% as of June 30, 2025.

The table below summarizes our financing liabilities as of June 30, 2025(1). These facilities charge interest at one-month Term SOFR plus a spread for our USD denominated borrowings, three-month Euribor plus a spread for our Euro denominated borrowings, and three-month SONIA plus a spread for our British pound sterling denominated borrowings. Secured financing facilities had a weighted average borrowing rate of 6.03% as of June 30, 2025.


$ in thousands	Non-/Mark-to-Market	Maximum Facility Size		Amount Outstanding		Available Balance

Collateralized Loan Obligations
INCREF 2025-FL1	Non-Mark-to-Market	$	998,234	$	998,234	$	—

Term Lending Agreement
INCREF Lending II	Non-Mark-to-Market	300,000		147,673		152,327

Secured Lending Agreements
Term Financing
INCREF Lending I	Non-Mark-to-Market	837,517		730,042		107,475

Repurchase Agreements
Morgan Stanley Bank	Mark-to-Market	500,000		330,876		169,124
Citibank	Mark-to-Market	500,000		427,164		72,836
Barclays	Mark-to-Market	500,000		—		500,000
Wells Fargo	Mark-to-Market	300,000		104,452		195,548
Bank of Montreal	Mark-to-Market	25,000		—		25,000
Capital One	Mark-to-Market	250,000		86,641		163,359
		$	4,210,751	$	2,825,082	$	1,385,669

Revolving Credit Facility		$	162,000	$	—	$	162,000

(1) See Note 5 - “Borrowings” and Note 6 — “Collateralized Loan Obligations” for important footnotes to the borrowings table and other disclosures.

Each of our secured financing facilities contains customary terms and conditions, including but not limited to, negative covenants relating to restrictions on our operations with respect to our status as a REIT, and financial covenants, such as a minimum interest coverage ratio covenant, minimum tangible net worth covenant, cash liquidity covenant and maximum Leverage Ratio covenant.

With respect to our revolving credit facility, we are required to comply with customary loan covenants and event of default provisions that include, but are not limited to, negative covenants relating to restrictions on operations with respect to our status as a REIT, and financial covenants. Such financial covenants include a minimum aggregate net capital contributions to net costs of investments ratio covenant and a maximum Leverage Ratio covenant.

As of June 30, 2025, we were in compliance with the covenants of our financing facilities.

On May 7, 2025, the Company entered into a CLO, contributing $1.2 billion of commercial real estate loan investments into the CLO and issuing $1.2 billion of notes. The Company retained $219 million of the CLO. The rated notes bear interest at Term SOFR plus a spread and will mature at par on the payment date in October 2042, unless redeemed or repaid prior thereto. The proceeds from the issuance, after payment of certain fees and expenses, were primarily used to repay amounts owed to certain repurchase agreement facility lenders, creating $879 million in available warehouse capacity at that date.

The table below summarizes our collateralized loan obligations as of June 30, 2025.


	Facility						Collateral
$ in thousands	Term	Weighted Average Interest Rate(1)	Amount Outstanding		Fair Value		Count	Principal Balance Outstanding		Fair Value

INCREF 2025-FL1	Oct 2042	6.27%	$	998,234	$	1,001,129	30	$	1,217,359	$	1,220,104
Total			$	998,234	$	1,001,129	30	$	1,217,359	$	1,220,104

(1) Represents the weighted average interest rate in effect as of June 30, 2025.

Results of Operations

For the three and six months ended June 30, 2025 and 2024, our results of operations consisted of:


	Three Months Ended June 30,						Six Months Ended June 30,
$ in thousands except per share amount	2025		2024		$ Change		2025		2024		$ Change
Net Interest Income
Commercial real estate loan interest income	$	55,221	$	20,415	$	34,806	$	102,062	$	35,555	$	66,507
Real estate related-securities interest income	50		—		50		50		—		50
Other interest income	1,059		587		472		2,034		828		1,206
Interest expense	(37,323)		(13,843)		(23,480)		(68,620)		(24,249)		(44,371)
Net interest income	19,007		7,159		11,848		35,526		12,134		23,392

Other Income (Expense)
Unrealized gain (loss) on loans, net	26,414		285		26,129		39,094		1,203		37,891
Unrealized gain (loss) on real estate-related securities, net	20		—		20		20		—		20
Unrealized gain (loss) on secured financing facilities, net	(20,681)		(199)		(20,482)		(29,155)		(922)		(28,233)
Unrealized gain (loss) on collateralized loan obligations, net	(5,153)		—		(5,153)		(5,153)		—		(5,153)
Gain (loss) on derivative instruments, net	(5,362)		—		(5,362)		(7,542)		—		(7,542)
Gain (loss) on foreign currency transactions, net	(117)		—		(117)		(108)		—		(108)
Commitment fee income, net of related party expense of $3,246, $5,365, $2,120 and $3,518 for the three and six months ended June 30, 2025 and 2024, respectively	3,459		2,120		1,339		5,578		3,518		2,060
Other income	290		249		41		579		350		229
Total other income (expense), net	(1,130)		2,455		(3,585)		3,313		4,149		3,313

Expenses
Management and performance fees - related party	1,838		952		886		3,668		1,302		2,366
Debt issuance and other financing costs related to borrowings, at fair value	5,478		3,221		2,257		10,394		3,690		6,704
Organizational costs	—		14		(14)		2		19		(17)
General and administrative	2,274		1,800		474		4,824		2,958		1,866
Total expenses	9,590		5,987		3,603		18,888		7,969		10,919

Net income (loss)	$	8,287	$	3,627	$	4,660	$	19,951	$	8,314	$	11,637
Dividends to preferred stockholders	—		(7)		7		(2)		(14)		12
Issuance and redemption costs of redeemed preferred stock	—		—		—		(27)		—		(27)
Net income (loss) attributable to common stockholders	$	8,287	$	3,620	$	4,667	$	19,922	$	8,300	$	11,622

Earnings (loss) per share:
Net income (loss) attributable to common stockholders
Basic	$	0.26	$	0.34	$	(0.08)	$	0.68	$	0.93	$	(0.25)
Diluted	$	0.26	$	0.34	$	(0.08)	$	0.68	$	0.93	$	(0.25)
Weighted average number of shares of common stock
Basic	31,307,099		10,729,623		20,577,476		29,281,449		8,956,409		20,325,040
Diluted	31,307,126		10,729,651		20,577,475		29,281,501		8,956,715		20,324,786

(1) Net income in the above table differs from comprehensive income in the condensed consolidated statements of comprehensive income due to the currency translation adjustment of $123,000 and $149,000 for the three and six months ended June 30, 2025, respectively. The currency translation adjustment represents gains or losses from converting consolidated foreign subsidiaries' financial statements into the parent company's reporting currency for financial reporting purposes. These amounts do not result from operations and are not reflected above in net income.

Net Income (Loss) attributable to Common Stockholders

Net income (loss) attributable to common stockholders increased by $4.7 million during the three months ended June 30, 2025, and increased by $11.6 million during the six months ended June 30, 2025, as compared to June 30, 2024. We originated seven and 17 loans during the three and six months ended June 30, 2025, compared to eight and 12 loan originations during the three and six months ended June 30, 2024. The increase across both periods was primarily due to the increase in the number of commercial real estate loan originations during the period, which resulted in an increase in net interest income and commitment fee income, net of related party expenses, as compared to June 30, 2024, as illustrated in the table above.

Net Interest Income

Interest Income and Average Earning Asset Yields

The table below presents information related to our average earning assets and earning asset yields for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,						Six Months Ended June 30,
$ in thousands	2025			2024			2025			2024
Average earning assets(1)	$	3,150,182		$	1,006,322		$	2,911,215		$	873,637
Average earning assets yield(2)	7.02		%	8.11		%	7.02		%	8.14		%

(1) Average earning assets are based on weighted month-end balances.

(2) Average earning asset yield is calculated by dividing interest income by average earning assets. All yields are annualized. Average earning assets yield decreased compared to the prior period due to a combination of reduced benchmark rates and reduced pricing on our commercial real estate loan investments.

Interest Expense

The tables below present information related to our borrowings and cost of funds for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30, 2025								Three Months Ended June 30, 2024
$ in thousands	Average Borrowings(1)		Interest Expense		Average Cost of Funds(2)		Maximum Borrowings(3)		Average Borrowings(1)		Interest Expense		Average Cost of Funds(2)		Maximum Borrowings(3)
Secured financing facilities	$	1,780,171	$	27,506	6.18	%	$	2,182,240	$	767,624	$	13,689	7.13	%	$	848,832
Revolving credit agreement	—		—		—	%	—		6,333		154		9.70	%	10,000
Collateralized loan obligations	995,910		9,817		5.91	%	995,976		—		—		—	%	—
Total	$	2,776,081	$	37,323	6.08	%	$	3,178,216	$	773,957	$	13,843	7.15	%	$	858,832


	Six Months Ended June 30, 2025								Six Months Ended June 30, 2024
$ in thousands	Average Borrowings(1)		Interest Expense		Average Cost of Funds(2)		Maximum Borrowings(3)		Average Borrowings(1)		Interest Expense		Average Cost of Funds(2)		Maximum Borrowings(3)
Secured financing facilities	$	1,911,815	$	58,578	6.13	%	$	2,182,240	$	659,063	$	23,823	7.23	%	$	848,832
Revolving credit agreement	6,221		225		7.25	%	135,000		12,500		426		6.82	%	38,000
Collateralized loan obligations	995,910		9,817		5.91	%	995,976		—		—		—	%	—
Total	$	2,913,946	$	68,620	6.06	%	$	3,313,216	$	671,563	$	24,249	7.22	%	$	886,832

(1) Average borrowings are based on weighted month-end balances. Average borrowings increased to finance new investments which grew correspondingly during the period.

(2) Average cost of funds is calculated by dividing annualized interest expense by average borrowings. Average cost of funds decreased compared to the prior period due to a combination of reduced benchmark rates and reduced pricing on our secured financing facilities.

(3) Amount represents the maximum borrowings at each month-end within the period.

Other Income (Expense), Net

For the three and six months ended June 30, 2025, we did not observe material changes in the collateral risks in our portfolio. We compared the features of our loans to the interest rates and terms required by lenders in the new loan origination market for similar loans, and the yield required by investors acquiring similar loans in the secondary market. We also compared current market and collateral conditions to those present at origination or acquisition. Similarly, for our secured financing facilities, we reviewed market interest rates, which reflect estimates for how lenders would price equivalent loans for the remaining terms, for similar borrowing agreements with comparable loan-to-value ratios and credit profiles.

Unrealized gain (loss) on loans, net, was a net gain of $26.4 million and $39.1 million during the three and six months ended June 30, 2025, respectively, comprised of a net unrealized gain of $935,000 and $2.8 million, respectively, related to fair value marks in the period and an unrealized foreign exchange gain of $25.5 million and $36.4 million, respectively, relating to foreign exchange rate movements on our non-U.S. dollar denominated commercial real estate loan investments and intercompany loans used to fund loan investments in certain foreign jurisdictions. For the three and six months ended June 30, 2024, unrealized gain (loss) on loans, net was a net gain of $285,000 and $1.2 million, respectively, related to the fair value marks in the period on the portfolio. There were no foreign exchange gains or losses in the three and six months ended June 30, 2024, as there were no foreign currency-denominated loans in the portfolio in the comparative period.

Unrealized gain (loss) on secured financing facilities, net was a net loss of $20.7 million and $29.2 million during the three and six months ended June 30, 2025, respectively, comprised of a net unrealized loss of $277,000 and $82,000, respectively, related to fair value marks in the period and unrealized foreign exchange losses of $20.4 million and $29.1 million, respectively, from foreign exchange rate movements on our non-U.S. dollar secured financing facilities. For the three and six months ended June 30, 2024, unrealized gain (loss) on secured financing facilities, net was a net loss of $199,000 and $922,000, respectively, related to the fair value marks in the period. There were no foreign exchange gains or losses in the three and six months ended June 30, 2024 as there were no foreign currency-denominated borrowings in the comparative period.

Unrealized gain (loss) on collateralized loan obligations, net was a net loss of $5.2 million for both the three and six months ended June 30, 2025. As the Company entered into the related CLO in the current period, there were no unrealized gains or losses on collateralized loan obligations in the three and six months ended June 30, 2024.

We enter into currency forward contracts to help mitigate the impact of changes in foreign currency exchange rates on our investments and financing transactions denominated in currencies other than the United States dollar. Despite being economic hedges, we have elected not to treat our foreign currency forwards as hedges for accounting purposes and, therefore, the realized and unrealized gains and losses associated with such instruments are included in gain (loss) on derivative instruments, net and may not fully offset the foreign exchange gains and losses on the loans and secured financing facilities. For the three and six months ended June 30, 2025, we recorded an unrealized loss on currency forward contracts of $5.4 million and $7.7 million, respectively.

Borrowers pay a commitment fee that is calculated as a percent of the whole loan on a fully-funded basis, as determined by the Adviser at the time of origination. We pay our Adviser 50% (not to exceed 0.5% of the whole loan amount on a fully-funded basis) of any commitment fee charged to borrowers in connection with each new loan. We recognize commitment fees immediately in earnings because we elected the fair value option for our loan investments. For the three and six months ended June 30, 2025, respectively, we earned approximately $3.5 million and $5.6 million of commitment fee income, after related party expenses, and $290,000 and $579,000 of other income on our loan investments. We originated seven and 17 loans during the three and six months ended June 30, 2025, compared to eight and 12 loan originations during the three and six months ended June 30, 2024.

Expenses

Our expenses for the three and six months ended June 30, 2025 totaled $9.6 million and $18.9 million, respectively, and primarily consisted of management and performance fees, debt issuance and other financing costs, and general and administrative expenses. Expenses increased by $3.6 million and $10.9 million as compared to the three and six months ended June 30, 2024, due to the increase in the Company’s business activities since June 30, 2024. The number of commercial real estate loan investments had increased to 63 at June 30, 2025 from 22 at June 30, 2024.

Management fees and performance fees began to accrue on March 1, 2024. Management fees are accrued monthly and paid quarterly in arrears and performance fees are paid annually. The management fee is based on our NAV and is paid to the Adviser as compensation for services provided under the Advisory Agreement. The performance fee is based on Performance

Fee Income, as defined in our Advisory Agreement. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year. Total return is determined based on total distributions plus the change in NAV. During the three and six months ended June 30, 2025, we incurred management fees of $1.3 million and $2.4 million and performance fees of $490,000 and $1.3 million, respectively, compared to management fees of $307,000 and $452,000 and performance fees of $645,000 and $850,000, incurred in the three and six months ended June 30, 2024, respectively.

We expense debt issuance costs as incurred because we elected the fair value option for our secured financing facilities and revolving credit facility. When we incur debt issuance costs prior to a debt facility closing, we expense the costs as incurred if we intend to elect the fair value option to account for the debt facility and the closing is probable as of the balance sheet date. Our debt issuance and other financing costs primarily consist of upfront lender fees and legal costs directly associated with entering into our debt facilities. For the three and six months ended June 30, 2025, debt issuance and other financing costs increased by $2.3 million and $6.7 million, respectively, as compared to the three and six months ended June 30, 2024 due to increased business activity and current period CLO financing. For the three and six months ended June 30, 2025, average secured financing facilities borrowings were $1.8 billion and $1.9 billion, respectively, as compared to $767.6 million and $659.1 million for the three and six months ended June 30, 2024, respectively.

Our general and administrative expenses primarily consisted of accounting, auditing, legal and other professional fees. Our general and administrative expenses for the three and six months ended June 30, 2025 increased by $474,000 and $1.9 million, respectively, as compared to the three and six months ended June 30, 2024. The increase is primarily due to accounting, legal and other professional fees reflective of the increase in activity over the comparative period.

Net Asset Value (“NAV”)

We calculate our NAV each month in accordance with valuation guidelines approved by our board of directors. We calculate our NAV for each class of shares based on the net asset values of our investments (including but not limited to commercial real estate loans and debt securities), the addition of any other assets (such as cash, restricted cash, receivables, and other assets obtained in the ordinary course of business), and the deduction of any liabilities (including but not limited to financing facilities, Company-level credit facilities, securitized loans, payables, and other liabilities incurred in the ordinary course of business). NAV is not a measure used under U.S. GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV differs from U.S. GAAP. NAV is not equivalent to stockholders’ equity or any other U.S. GAAP measure.

The following table details the major components of our NAV as of June 30, 2025 and December 31, 2024:



$ in thousands, except share data	June 30, 2025		December 31, 2024
Commercial real estate loan investments, at fair value	$	3,550,378	$	2,391,078
Real estate-related securities, at fair value	9,763		—
Cash and cash equivalents	100,859		80,221
Restricted cash	23,058		19,813
Interest receivable	15,204		12,600

Derivative assets, at fair value	—		4,064
Other assets(1)	1,816		332
Unamortized debt costs	15,437		5,780
Secured lending agreements, at fair value	(1,679,778)		(1,720,350)
Term lending agreement, at fair value	(147,732)		(134,518)
Collateralized loan obligations, at fair value	(1,001,129)		—

Interest payable	(8,851)		(8,344)
Derivative liabilities, at fair value	(3,590)		—

Dividends and distributions payable	(5,033)		(3,765)
Accounts payable, accrued expenses and other liabilities	(25,863)		(23,159)
Due to affiliates(2)	(9,504)		(8,756)
Preferred stock liquidation preference	—		(228)
Net asset value	$	835,035	$	614,768
Number of outstanding shares(3)	32,999,448		24,252,394

(1) Other assets include $1.1 million of prepaid expenses, $0.2 million of deferred offering costs, and $0.5 million related to the elimination of the impact of the net mark-to-market on retained CLO interests as of June 30, 2025. As of December 31, 2024, other assets include $94,000 of prepaid expenses, excluding $86,000 of certain prepaid expenses advanced by the Adviser, and $238,000 of deferred offering costs.

(2) Excludes (i) amounts advanced by the Adviser of $12.5 million and $14.2 million for organizational, offering and operating expenses as of June 30, 2025 and December 31, 2024, respectively and (ii) accrued stockholder servicing fees not currently payable to the Dealer Manager of $15.9 million and $8.4 million as of June 30, 2025 and December 31, 2024, respectively.

(3) Includes 4,960,362 and 6,005,223 shares of common stock held by an Invesco affiliate that are classified as redeemable common stock as of June 30, 2025 and December 31, 2024, respectively.

The following table provides a breakdown of our total NAV and NAV per share by class as of June 30, 2025:


$ in thousands, except per share data	Class S Shares		Class S-1 Shares		Class D Shares		Class I Shares		Class E Shares		Class F Shares		Total
Net asset value	$	33,881	$	348,703	$	30,217	$	163,371	$	38,754	$	220,109	$	835,035
Number of outstanding shares(1)	1,353,537		13,877,118		1,208,131		6,510,459		1,513,194		8,537,009		32,999,448
NAV Per Share(2)	$	25.03	$	25.13	$	25.01	$	25.09	$	25.61	$	25.78

(1) Includes 1,196,923 Class S shares, 1,197,628 Class D shares, 1,194,434 Class I shares and 1,371,377 Class E shares that are classified as redeemable common stock.

(2) As of June 30, 2025, we had not sold any Class D-1 shares.

Reconciliation of Stockholders’ Equity to NAV

NAV is not a measure used under generally accepted accounting principles in the United States (“U.S. GAAP”). In addition, there is no rule or regulation that requires we calculate NAV in a certain way. As a result, other REITs may use different methodologies or assumptions to determine NAV. Our monthly NAV is determined in accordance with valuation guidelines that have been approved by our board of directors. The treatment of certain assets and liabilities used for the determination of NAV under these guidelines differs from U.S. GAAP. NAV is not equivalent to Stockholders’ equity or any other U.S. GAAP measure.

The following table reconciles U.S. GAAP stockholders’ equity per our condensed consolidated balance sheets to our NAV:


$ in thousands	June 30, 2025		December 31, 2024
Stockholders' equity	$	665,442	$	435,349
Adjustments:
Redeemable common stock - related party	125,200		151,367
Advanced organizational, offering and operating expenses(1)	12,542		14,128
Accrued stockholder servicing fees not currently payable(2)	15,927		8,372
Unamortized debt costs	15,437		5,780
Elimination of impact of net mark-to-market on retained CLO interests	487		—
Preferred stock liquidation preference	—		(228)
NAV	$	835,035	$	614,768

(1) Excludes $— and $86,000 of certain prepaid expenses advanced by the Adviser that are classified as other assets in our U.S. GAAP condensed consolidated financial statements as of June 30, 2025 and December 31, 2024, respectively.

(2) We have accrued stockholder servicing fees totaling $16.2 million of which $247,000 is currently payable to the Dealer Manager as of June 30, 2025 and totaling $8.5 million of which $131,000 was payable to the Dealer Manager as of December 31, 2024.

We classify common stock held by Invesco Realty, Inc., an affiliate, as redeemable common stock, which is not a component of stockholders’ equity on our U.S. GAAP condensed consolidated balance sheets. Due to the redemption terms and other features of these shares described in Note 11 - “Redeemable Common Stock - Related Party” of our Condensed Consolidated Financial Statements, we include the redemption value of these shares in our NAV as of each reporting date.

Given their timing and substantial size, reflecting organizational, offering and operating expense in NAV when incurred can be overly punitive to the NAV per share of early investors and reduce cash available for new investments that will inure to the benefit of later investors. To help mitigate the impact of this timing difference, the Adviser incurred the bulk of these costs on our behalf and agreed to allow them to be repaid after a reasonable initial period over a fixed period of time. Under the terms of our Advisory Agreement, the Adviser advanced all of our organizational, offering and operating expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through May 31, 2024. Starting in December of 2024, we began reimbursing the Adviser for these costs ratably over 52 months. We will decrease our NAV by the amount of each monthly repayment made to the Adviser during the reimbursement period. These costs were expensed as incurred in our U.S. GAAP financial statements.

Under the terms of our agreement, the Dealer Manager is entitled to receive upfront selling commissions and stockholder servicing fees for Class S, Class S-1, Class D, and Class D-1 shares sold in the Continuous Offering. Under U.S. GAAP, we accrue the full amount of stockholder servicing fees payable over an estimated investor holding period as an offering cost at the time each Class S, Class S-1, Class D and Class D-1 share is sold during the Continuous Offering and treat the amount as an offset (reduction) to Additional Paid-In Capital. As the actual monthly amounts are remitted to the Dealer Manager, the NAV is reduced by a corresponding amount.

We have elected the fair value option for our financing facilities and expense debt issuance costs in accordance with U.S. GAAP. However, when calculating our NAV, we capitalize debt issuance and other financing costs, including original issuance discounts, as incurred and expense the costs over the life of the financing arrangement so that the costs to maintain the financing arrangement are borne by all investors who benefit from their use, rather than just those who were invested during the period in which the financing arrangement was implemented.

The consolidated CLO assets and notes held by third parties are presented on the condensed consolidated balance sheet at fair value and are also included in our NAV as assets and liabilities at fair value. The difference between the consolidated CLO’s assets and the third-party liabilities is equivalent to the Company’s retained interest, which is eliminated in consolidation. The net changes in valuation of the CLO’s loan assets and third party notes from period to period is adjusted from U.S. GAAP when presenting NAV, as the Company will hold its retained interests until maturity, unless deemed permanently impaired. If the Adviser deems any portion of its retained interest impaired, such credit loss will be recognized in the net asset value calculation. Impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the terms of our retained interest.

Distributions

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with U.S. GAAP, to our stockholders each year to comply with the REIT provisions of the Code. Distributions are at the discretion of our board of directors and include a review of earnings, cash flow, liquidity and capital resources.

The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table summarizes our distributions declared during the three and six months ended June 30, 2025 and 2024.


	Three Months Ended				Three Months Ended
	June 30, 2025				June 30, 2024
$ in thousands	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	5,158	36	%	$	4,478	62	%
Reinvested in shares	9,191		64	%	2,771		38	%
Total distributions	$	14,349	100	%	$	7,249	100	%
Sources of Distributions
Cash flows from operating activities	$	14,349	100	%	$	7,249	100	%


Total sources of distribution	$	14,349	100	%	$	7,249	100	%

Net cash provided by operating activities	$	19,451			$	10,091


	Six Months Ended				Six Months Ended
	June 30, 2025				June 30, 2024
$ in thousands	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	10,073	37	%	$	9,257	68	%
Reinvested in shares	17,219		63	%	4,303		32	%
Total distributions	$	27,292	100	%	$	13,560	100	%
Sources of Distributions
Cash flows from operating activities	$	27,292	100	%	$	13,560	100	%


Total sources of distribution	$	27,292	100	%	$	13,560	100	%

Net cash provided by operating activities	$	30,722			$	18,526

The table below details the net distribution per share for each of our common share classes for the six months ended June 30, 2025:


Declaration Date	Class S Shares		Class S-1 Shares		Class D Shares		Class I Shares		Class E Shares		Class F Shares
January 31, 2025	$	0.1599	$	0.1418	$	0.1600	$	0.1600	$	0.1600	$	0.1600
February 28, 2025	0.1599		0.1436		0.1600		0.1600		0.1600		0.1600
February 28, 2025(1)	0.0200		0.0200		0.0200		0.0200		0.0200		0.0200
March 31, 2025	0.1599		0.1418		0.1600		0.1600		0.1600		0.1600
April 30, 2025	0.1592		0.1424		0.1600		0.1600		0.1600		0.1600
May 31, 2025	0.1582		0.1419		0.1600		0.1600		0.1600		0.1600
June 30, 2025	0.1580		0.1424		0.1600		0.1600		0.1600		0.1600





Total(2)	$	0.9751	$	0.8739	$	0.9800	$	0.9800	$	0.9800	$	0.9800

(1) Includes a special distribution that was paid in addition to the monthly distribution declared for the month.

(2) The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the Dealer Manager. Certain investors began purchasing Class S shares subject to the stockholder servicing fee in June 2024.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments, repay borrowings, and fund other general business needs, including our offering and operating expenses. Our offering and operating expenses include, among other things, the management and performance fees we pay to the Adviser, selling commissions, dealer manager fees and stockholder servicing fees we pay to the Dealer Manager, legal, audit and valuation expenses, federal and state filing fees, printing expenses, administrative fees, and transfer agent fees. The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. The Adviser or the Adviser's affiliates may provide us services that would otherwise be performed by third parties. In such event, we will reimburse the Adviser or the Adviser's affiliate the cost of performing such services provided that such reimbursements will not exceed the amount that would be payable if such services were provided by a third party in an arms-length transaction.

Our sources of funds for liquidity consist of the net proceeds from our continuous private offering, net cash provided by operating activities, proceeds and available borrowings from our secured financing facilities, collateralized loan obligations, and our revolving credit facility, loan repayments, uncalled capital commitments, and future issuances of equity and/or debt securities.

As of June 30, 2025, we had unfunded commitments of $304.9 million for certain of our commercial real estate loan investments. We currently believe that we have sufficient liquidity and capital resources available to settle these unfunded commitments, for the acquisition of additional investments, repayments on borrowings, the payment of cash dividends as required for continued qualification as a REIT, and to repurchase shares of our common stock under our share repurchase plan. Cash needs for items other than loan originations and asset acquisitions are generally met from operations, and cash needs for loan originations and asset acquisitions are funded by our continuous private offering and debt financings. However, there may be a delay between the sale of our shares and our origination of loan assets or purchase of assets that could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations.

We held cash and cash equivalents of $100.9 million and restricted cash of $23.1 million as of June 30, 2025. Our cash and cash equivalents change due to normal fluctuations in cash balances related to the timing of principal and interest payments and loan origination and funding activity. Our restricted cash changes based on the volume of new subscriptions for our shares and for payment of dividends by foreign subsidiaries after regulatory approval has been obtained.

The following table sets forth changes in cash and cash equivalents and restricted cash:


	Six Months Ended June 30,
$ in thousands	2025		2024
Cash flows from operating activities	$	30,722	$	18,526
Cash flows from investing activities	(1,129,789)		(506,304)
Cash flows from financing activities	1,122,910		478,333
Effect of exchange rate changes on cash, cash equivalents and restricted cash	40		—
Net change in cash, cash equivalents and restricted cash	$	23,883	$	(9,445)

Our operating activities provided net cash of $30.7 million for the six months ended June 30, 2025, primarily driven by the increase from the prior period in net interest income, which is income generated by our investments less financing costs.

Our investing activities used net cash of $1.1 billion in the six months ended June 30, 2025, and primarily consisted of cash used to originate 17 commercial real estate loan investments and to purchase seven CMBS securities during the period.

Our financing activities provided net cash of $1.1 billion in the six months ended June 30, 2025. During the six months ended June 30, 2025, we received proceeds from our secured financing facilities of $822.0 million and from our CLO issuance of $995.7 million and used cash of $878.6 million to repay certain secured financing facilities in relation to the CLO issuance. We also received net proceeds from the issuance of common stock of $212.4 million and net proceeds of $22.8 million from retail investor subscriptions paid in advance. We used cash of $9.8 million and $8.3 million during the six months ended June 30, 2025 to pay dividends and debt issuance costs, respectively. Additionally, we used cash of $30.1 million to repurchase redeemable common stock.

As of June 30, 2025, our total assets were approximately $3.7 billion and consisted primarily of 63 investments in commercial real estate loans totaling $3.6 billion, restricted cash of $23.1 million and cash and cash equivalents of $100.9 million. We financed our commercial real estate loan investments with $1.8 billion of secured financing facility borrowings and $1.0 billion of collateralized loan obligations.

Our primary sources of liquidity as of June 30, 2025 and December 31, 2024 are summarized in the following table:


$ in thousands	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	100,859	$	80,221
Available borrowings under revolving credit agreements	162,000		135,000
Available borrowings under secured financing facilities	1,385,669		1,008,228
	$	1,648,528	$	1,223,449

Our target Leverage Ratio is 50% to 65% of the aggregate value of the underlying collateral of our senior Credit Assets, and our maximum permitted Leverage Ratio is 65%. “Leverage Ratio” calculated for portfolio management purposes is measured by dividing (x) the sum of our outstanding liabilities under our direct leverage portfolio-level financing facilities by (y) the aggregate of the underlying collateral securing the loans in our portfolio that are not subordinated loans at the time such leverage is incurred.

The CLO includes a 30-month reinvestment period (unless, before such date, all of the notes are redeemed or an event of default occurs and is continuing) during which we may acquire additional collateral interests, subject to the satisfaction of certain conditions set forth in the indenture, allowing us to generate incremental liquidity and maintain the aggregate amount of collateral assets in the CLO and the related financing that is outstanding.

We also may use Company-level credit facilities or other financing arrangements that are not secured by Credit Assets or other investments as short-term cash management tools to pay fees and expenses and bridge portfolio-level financing arrangements. There is no limit on the short-term indebtedness we may incur under revolving credit facilities, but any of these amounts outstanding for 12 months or longer will be factored into the Leverage Ratio.

Invesco has committed to purchase $150.0 million in capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. We may also call up to $150.0 million in additional capital (for a total of $300.0 million) if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our shares or for purposes of repaying indebtedness drawn on the revolving credit facility. As of June 30, 2025, we had called $120.0 million of the total $300.0 million. Invesco Realty may not submit its shares for repurchase under our share repurchase plan until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco’s affiliate at any time at a per share price equal to the most recently determined NAV per share for the applicable share class.

An institutional investor purchased $200 million of our Class F shares during 2024. The Class F stockholder may not submit its shares for repurchase under our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion and (ii) March 23, 2028. However, the Class F stockholder is entitled to request that we repurchase its shares in the event that there is a Key Person Event or a Material Strategy Change, as such terms are defined in the Class F subscription agreement.

If we are unable to continue raising substantial funds in our Continuous Offering, we will make fewer investments resulting in less diversification in terms of the type, number, and size of investments we make. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reduce our net income, and limit our ability to make distributions.

Reimbursement of Certain Costs Paid by the Adviser

Under the terms of our Advisory Agreement, the Adviser advanced all of our organizational, offering and operating expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through May 31, 2024. Starting in December 2024, we began reimbursing the Adviser for these costs ratably over 52 months. As of June 30, 2025, we owe the Adviser approximately $12.5 million for the remaining outstanding balance of the expenses advanced by the Adviser under this arrangement. Any operating expenses incurred by the Adviser on behalf of the fund after May 31, 2024 are reimbursed quarterly to the Adviser.

Starting with the quarter ended June 30, 2025, we may not reimburse the Adviser at the end of any fiscal quarter for Total Operating Expenses (as defined in the Advisory Agreement) that exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”) for the four consecutive fiscal quarters then ended. We may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. Operating expenses for the four consecutive fiscal quarters ended June 30, 2025 did not exceed the 2%/25% Guidelines.

Refer to Note 10 - “Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements.

Forward-Looking Statements Regarding Liquidity

During the periods when we are selling more shares than we are repurchasing, we primarily use our capital to acquire our investments, which we also fund with other capital resources. During periods when we are repurchasing more shares than we are selling, we may use our capital to fund repurchases. We continue to believe that our current liquidity position is sufficient to meet the needs of our business.

In addition, we may have other funding obligations, which we expect to satisfy with the cash flows generated from our investments and our capital resources described above. Such obligations may include distributions to our stockholders, operating expenses, repayment of indebtedness, and debt service on our outstanding indebtedness. Our operating expenses include, among other things, the management fee and performance fee we pay to the Adviser, both of which will impact our liquidity to the extent the Adviser elects to receive such payments in cash, or subsequently redeems Class E shares previously issued to them. To date, the Adviser has elected to be paid in Class E shares, resulting in a non-cash expense.

Contractual Obligations and Commitments

Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2025, we had unfunded commitments of $304.9 million for 51 of our commercial real estate loan investments. The unfunded commitments generally consist of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitments over the remaining current maturity of the related loans of 1.81 years.

We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2025, we were not involved in any material legal proceedings.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates that are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. In connection with the financing on May 7, 2025, of a pool of loans and loan participations from our existing loan portfolio through a managed CLO, we have identified the following updates to our critical accounting policies and estimates. See Note 2 - “Summary of Significant Accounting Policies” of our condensed consolidated financial statements included in Item 1 of this Report, for additional information.

Valuation of Commercial Real Estate Loan Investments

We have elected the fair value option for our commercial real estate loan investments, real estate-related securities, secured lending and term lending agreements (collectively, our secured financing facilities), our revolving credit facility, and our collateralized loan obligations (“CLO”). We believe the fair value option will provide its financial statements users with reduced complexity, greater consistency, understandability and comparability.

consolidated collateralized financing entities with respect to its managed CLO. Accordingly, commercial real estate loans and loan participations that are collateral assets within the consolidated CLO are measured using the fair value of the more observable CLO notes as an indicator of the fair value of the CLO assets as a whole.

Refer to Item 3. “Quantitative and Qualitative Disclosures About Market Risk” for the estimated impact of a change in market benchmark spreads on our net portfolio value, which is inclusive of changes in the fair value of our commercial loan investments.

Valuation of Collateralized Loan Obligations

There have been no significant changes to the status of our adoption of the recently issued accounting pronouncement that is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company may be exposed to market risk with respect to the fair value of commercial real estate loans and borrowings due to changes in market conditions, including spreads, benchmark interest rates, property cash flows, and commercial property values that serve as collateral. While we do not seek to avoid risk completely, we believe that risk can be quantified from historical experience, and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate Risk

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

A rise in benchmark interest rates, such as SOFR, can be expected to lead to higher interest income earned (calculated as benchmark interest rate plus spread) on any variable rate commercial real estate loan we may hold and to declines in the value of any fixed rate commercial real estate loan we may hold. Rising benchmark interest rates carry default risk to our borrowers, because debt service payments may increase relative to cash flows from underlying properties, triggering borrower liquidity covenants. Therefore, we expect to protect interest income by requiring borrowers to purchase benchmark interest rate caps, which provides a hedge against rising benchmark interest rates, whereby the borrower will receive excess cash if benchmark interest rates exceed predetermined strike prices. Furthermore, rising benchmark interest rates also cause our overall cost of borrowing to increase, partially offsetting any increase in elevated interest income earned on our variable rate commercial real estate loan. We may use derivative financial instruments to hedge benchmark interest rate exposure on our borrowings to mitigate the impact on our debt service payments. An increase in benchmark interest rates may result in an increase in our net interest income and the amount of performance fees payable to the Adviser.

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

As of June 30, 2025, we had $3.5 billion of floating rate commercial real estate loans, $1.8 billion of floating rate secured financing facilities, $1.0 billion of floating rate collateralized loan obligations, and no balance outstanding on our revolving credit facility.

The net interest income sensitivity analysis table presented below shows the estimated impact over a twelve-month period of an instantaneous parallel shift in the yield curve, up and down by 100 basis points on our net interest income, assuming no changes in the composition of our commercial real estate loan investment portfolio and our outstanding borrowings in effect as of June 30, 2025. The analysis presented utilized assumptions, models and estimates of our Adviser based on our Adviser’s judgment and experience. Actual results could differ significantly from those estimated in the interest rate sensitivity table.


$ in thousands	At June 30, 2025
Change in Interest Rates	Projected Increase (Decrease) in Net Interest Income		Percentage Change in Projected Net Interest Income
+1.00%	$	7,115	9.30	%
-1.00%	$	(141)	(0.20)	%

Certain assumptions have been made in calculating the interest rate risk sensitivities and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The interest rate scenarios assume

interest rates at June 30, 2025. Furthermore, while the analysis reflects the estimated impact of interest rate increases and decreases on a static portfolio, we actively manage the size and composition of our investments, which can result in material changes to our interest rate risk in the portfolio.

Credit Risk

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

While our investment objectives include avoiding excess sponsor/borrower concentration, we expect to experience some level of sponsor/borrower concentration prior to the time that we have raised substantial offering proceeds and acquired a broad portfolio of Credit Assets. As of June 30, 2025, we have invested in 63 commercial real estate loans with a fair value of $3.6 billion. Our portfolio includes the following loan with a single borrower as of June 30, 2025. The loan represents a refinancing of an industrial portfolio that was comprised of 24 properties spanning 2,454,761 square feet in California, Washington, Texas, New Jersey, New York and Florida.


Counterparty	Loan Count	Fair Value		% of Loan Portfolio
Borrower A	1	$	341,550	10	%

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

We are exposed to credit risk in the real estate-related debt investments that we make with respect to a borrower’s ability to make required interest and principal payments on scheduled due dates. We manage this risk by conducting a credit analysis prior to making an investment and by actively monitoring our portfolio and its underlying credit quality. In addition, we re-evaluate the credit risk inherent in our investments on a regular basis pursuant to fundamental considerations such as GDP, unemployment, interest rates, retail sales, store closings/openings and corporate earnings. Where applicable, we also review key property and loan-level metrics including, but not limited to, payment status, debt-service coverage ratios, debt yields, current loan-to-value ratios, occupancy rates, and tenant rent rolls along with property sponsorship. These characteristics assist in determining the likelihood and severity of underlying loan losses as well as prepayment and extension expectations. We then perform structural analysis to project investment cash flows and assess subordination levels relative to underlying collateral performance expectations. This analysis allows us to quantify our opinions of credit quality and fundamental value, which are key drivers of portfolio management decisions.

We may be exposed to counterparty credit risk under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties. As of June 30, 2025, we held derivative instruments with a fair value liability balance of $3.6 million.

Further, there is counterparty risk associated with the future creditworthiness of our foreign currency hedge counterparties. When determining the fair value of our currency forward contracts, we consider the effect of nonperformance risk as a part of the valuation process and include a credit risk adjustment where appropriate.

In addition to the credit risks outlined above, we own retained interests in certain rated notes and the subordinated tranches of a consolidated CLO. Such interests have been eliminated in consolidation. Holding retained interests in our CLO exposes us to potential losses and earnings volatility due to credit deterioration in the underlying loan portfolio.

Market Risk

Market Value Risk

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

The non-CLO investment portfolio value sensitivity analysis table presented below shows the estimated impact of a change in market benchmark spreads, up and down 100 basis points, on the fair value of our benchmark spread-sensitive investments and borrowings as of June 30, 2025, assuming a static portfolio and constant financing. When evaluating the impact of changes in benchmark spreads, prepayment assumptions and principal reinvestment rates are adjusted based on our Adviser’s expectations. The analysis presented utilized assumptions, models and estimates of our Adviser based on our Adviser’s judgment and experience. Actual results could differ significantly from those estimated in the benchmark spread sensitivity table.


$ in thousands	At June 30, 2025
Change in Market Spreads	Projected Increase (Decrease) in Net Portfolio Value		Percentage Change in Projected Net Portfolio Value
+1.00%	$	(7,616)	(1.52)	%
-1.00%	$	1,850	0.37	%

Certain assumptions have been made in calculating the market value risk sensitivities and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. Furthermore, while the analysis reflects the estimated impact of benchmark spread increases and decreases on a static portfolio, we actively manage the size and composition of our investments, which can result in material changes to our benchmark spread risk portfolio.

Commercial real estate loans and loan participations that are collateral assets within the consolidated CLO are measured using the fair value of the more observable CLO notes as an indicator of the fair value of the CLO assets as a whole; therefore, fair values of CLO assets and liabilities will move in an offsetting direction. The difference between the consolidated CLO’s assets and the third-party liabilities is equivalent to the Company’s retained interest, which is eliminated in consolidation. The net changes in valuation of the CLO’s loan assets and third party notes impacts the Company’s results of operations in an amount equivalent to its eliminated retained interests. The sensitivity analysis excludes retained interests in commercial real estate CLOs due to the absence of a reliable market benchmark and the structural variability of these positions, which limits the comparability and relevance of modeled outcomes.

Real Estate Risk

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

Currency Risk

Our commercial real estate loan investments and secured financing facility borrowings that are denominated in a foreign currency are subject to risks related to fluctuations in foreign currency exchange rates. We mitigate this risk by entering into a series of foreign currency forward contracts to fix the U.S. dollar amount of foreign currency denominated cash flows (primarily interest income and principal payments) we expect to receive from our foreign currency investments.

Although we expect to substantially reduce our exposure to changes in portfolio value related to changes in foreign currency exchange rates, there can be no assurance that our hedges will eliminate all of our currency risk. For example, if actual repayments of our foreign currency-denominated loans occur sooner or later than expected, the hedge instruments are unlikely to fully protect us from changes in the valuation of such foreign currency. Additionally, we may be required under certain

circumstances to collateralize our currency hedges for the benefit of a hedge counterparty, which could adversely affect our liquidity.

Despite being economic hedges, we have elected not to treat our foreign currency forwards as hedges for accounting purposes and, therefore, the changes in the value of such instruments, including actual and accrued payments, are included in our net income.

The following table represents our assets and liabilities that are denominated in a foreign currency (amounts in thousands):


	June 30, 2025
	Euro		GBP
Foreign currency assets	€	175,462	£	242,839
Foreign currency liabilities	(140,043)		(193,998)
Foreign currency contracts - notional, net	(37,757)		(52,262)
Net exposure to exchange rate fluctuations	€	(2,338)	£	(3,421)
Net exposure to exchange rate fluctuations in USD(1)	$	(2,745)	$	(4,692)

(1) Represents the U.S. dollar equivalent based on the Euro closing rate of 1.17429 and GBP closing rate of 1.37141 as of June 30, 2025.

For further information regarding our foreign currency forward contracts, see Note 7 - “Derivatives and Hedging Activities” of our condensed consolidated financial statements in Part I. Item 1 of this Report.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report our disclosure controls and procedures (a) are effective to reasonably ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2025, we were not involved in any material legal proceedings.

ITEM 1A. RISK FACTORS

There were no material changes during the period covered by this Quarterly Report to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Unregistered Sales of Equity Securities

The following table details the common shares issued under our distribution reinvestment plan for the three months ended June 30, 2025:


$ in thousands, except share and per share amounts	Issuance Date	Number of Shares	Price per Share		Total Value
Class S	April 14, 2025	25	$	25.0652	$	1
Class S-1	April 14, 2025	40,124	$	25.1614	$	1,010
Class D	April 14, 2025	66	$	25.0490	$	2
Class I	April 14, 2025	14,177	$	25.1281	$	356
Class E	April 14, 2025	485	$	25.5155	$	12
Class F	April 14, 2025	52,204	$	25.6828	$	1,341
Class S	May 14, 2025	51	$	25.1082	$	1
Class S-1	May 14, 2025	44,640	$	25.2052	$	1,125
Class D	May 14, 2025	66	$	25.0919	$	2
Class I	May 14, 2025	16,551	$	25.1717	$	417
Class E	May 14, 2025	485	$	25.5898	$	12
Class F	May 14, 2025	52,365	$	25.7632	$	1,349
Class S	June 12, 2025	164	$	25.0144	$	4
Class S-1	June 12, 2025	48,636	$	25.1092	$	1,220
Class D	June 12, 2025	66	$	24.9995	$	2
Class I	June 12, 2025	17,769	$	25.0753	$	446
Class E	June 12, 2025	514	$	25.5298	$	13
Class F	June 12, 2025	52,811	$	25.7042	$	1,357

The transactions reflected above were exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof.

Issuer Purchases of Equity Securities

We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares of our common stock, subject to the terms and conditions of the share repurchase plan. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

The total amount of share repurchases under the plan is limited to 2% of our aggregate NAV per month and 5% of our aggregate NAV per calendar quarter.

Shares will be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Our transaction price will generally equal our prior month's NAV per share for that share class. Shares repurchased within one year of the date of issuance generally will be repurchased at 95% of the current transaction price, subject to certain limited exceptions. Due to the illiquid nature of investments in commercial real estate loans, we may not have sufficient liquid resources to fund repurchase requests. Our board of directors may modify or suspend the share repurchase plan.

During the three months ended June 30, 2025, we repurchased shares of our common stock in the following amounts:


Month of:	Total Number of Shares Repurchased	Average Price Paid per Share(1)		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs (3)
April 2025	27,867	$	24.91	27,867	—
May 2025(4)	66,391	$	25.12	60,599	—
June 2025	7,322	$	25.13	7,322	—
	101,580	$	25.06	95,788	—

(1)Shares repurchased within one year of the date of issuance generally will be repurchased at 95% of the current transaction price, subject to certain limited exceptions.

(2)Number of shares repurchased as part of publicly announced plans or programs include share repurchases, if any, under our share repurchase plan.

(3)All repurchase requests under our share repurchase plan were satisfied.

(4)The Total Number of Shares Repurchased and Average Price Paid per Share includes 5,792 shares of our redeemable common stock held by the Adviser repurchased outside of the share repurchase plan, with an average price paid per share of $25.53, related to shares that were previously issued to the Adviser as payment for management fees.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Entry into a Material Definitive Agreement

On August 6, 2025, the Company, the Operating Partnership and the Adviser entered into an Amended and Restated Advisory Agreement (the "Amended and Restated Advisory Agreement").

The Amended and Restated Advisory Agreement amended the prior agreement to add a definition of “Total Operating Expenses” and revise the 2%/25% Guidelines such that the Company may not reimburse the Adviser at the end of any fiscal quarter for Total Operating Expenses that exceed the greater of 2% of Average Invested Assets or 25% of Net Income (in each case as defined therein) for the for consecutive fiscal quarters then ended. The Company may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of the independent directors determines that such excess expenses are justified based on unusual and non-recurring factors.

The summary of the Amended and Restated Advisory Agreement set forth above does not purport to be a complete summary of the terms thereof and is qualified in its entirety by the Amended and Restated Advisory Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS


Exhibit No.						Description

3.1						Articles of Amendment and Restatement of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, filed with the SEC on June 29, 2023.

3.2						Articles of Amendment of the Company, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10/A, filed with the SEC on August 25, 2023.

3.3						Articles of Amendment of the Company, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.
3.4						Certificate of Correction to the Articles of Amendment and Restatement of the Company, incorporated by reference to Exhibit 3.4 of our Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2024.

3.5						Articles Supplementary Classifying and Designating a Class of Common Stock as Class S-1 Common Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 10/A, filed with the SEC on August 25, 2023.

3.6						Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective on October 16, 2023, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on October 19, 2023.

3.7						Articles Supplementary Classifying and Designating a Class of Common Stock as Class F Common Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on December 11, 2023.

3.8						Articles Supplementary Classifying and Designating a Class of Common Stock as Class D-1 Common Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.

3.9						Articles Supplementary Classifying and Designating a Class of Preferred Stock as 12.5% Series A Cumulative Redeemable Preferred Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, filed with the SEC on June 29, 2023.

3.10						Articles Supplementary Classifying and Designating a Class of Preferred Stock as 12.5% Series A Cumulative Redeemable Preferred Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 19, 2023.

3.11						Bylaws of the Company, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10, filed with the SEC on June 29, 2023.

4.1						Second Amended and Restated Distribution Reinvestment Plan adopted by the Company, effective as of August 20, 2024, incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.

10.1*						Amended and Restated Advisory Agreement dated August 6, 2025 , among Invesco Commercial Real Estate Finance Trust, Inc. Invesco Commercial Real Estate Finance Investments, LP and Invesco Advisers, Inc.

10.2*						Indenture, dated May 7, 2025, by and among INCREF 2025-FL1 LLC, Invesco Commercial Real Estate Finance Investments, LP, Wilmington Trust, National Association, and Computershare Trust Company, National Association

10.3*						Collateral Interest Purchase Agreement, dated May 7, 2025, among INCREF 2025-FL1 LLC, INCREF CLO Seller LLC, Invesco Commercial Real Estate Finance Investments, LP and, solely with regard to certain tax covenants, INCREF Sub-REIT LLC

10.4*						Collateral Management Agreement, dated May 7, 2025, by and among the Company, INCREF 2025-FL1 LLC, and Invesco Advisers, Inc.

10.5*						Servicing Agreement, dated May 7, 2025, by and among INCREF 2025-FL1 LLC, Invesco Advisers, Inc., KeyBank National Association, Bellwether Asset Services, LLC, Invesco Commercial Real Estate Finance Investments, LP, Wilmington Trust, National Association, and Computershare Trust Company, National Association

31.1*						Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


32.2**						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101						The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statements of Changes in Equity and Redeemable Equity Instruments; and (iv) Condensed Consolidated Statements of Cash Flows

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith ** Furnished herewith

The agreements and other documents filed as exhibits to this Quarterly Report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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 thereunto duly authorized.


	INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
August 8, 2025	By:	/s/ Hubert J. Crouch
		Hubert J. Crouch
		Chief Executive Officer
		(Principal Executive Officer)

August 8, 2025	By:	/s/ Courtney Popelka
		Courtney Popelka
		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

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.

LEGAL02/46394698v3

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

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AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of August 6, 2025, 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 August 20, 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:

“Acquisition Expenses” shall mean any and all expenses, exclusive of Acquisition Fees and Commitment Fees, incurred by the Company, the Adviser or any Affiliate of either in connection with the selection and acquisition of any assets, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses and title insurance premiums and the costs of performing due diligence.

“Acquisition Fee” shall mean any and all fees and commissions, exclusive of Acquisition Expenses and Commitment Fees, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Adviser) in connection with making or investing in Mortgages or Real Estate-Related Securities or the purchase, development or construction of a Property, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Adviser in connection with the actual development and construction of a project.

“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.

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“Affiliated Funds” shall mean any Other Invesco Account in which the Company or the Operating Partnership holds an equity interest, including, without limitation, limited partnership interests and limited liability company interests.

“Average Invested Assets” shall mean, for a specified period, the average of the aggregate book value of the Investments, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“Board” shall mean the board of directors of the Company, as of any particular time.

“Borrowing Costs” shall mean the costs and expenses incurred in connection with the borrowings of the Company, the Operating Partnership or any of their respective direct or indirect subsidiaries, including, but not limited to, costs associated with the establishment and maintenance of any of their respective credit facilities, other financing arrangements, or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of their respective securities offerings (other than the offering of Shares of stock of the Company).

“Business Day” shall have the meaning set forth in the Charter.

“Bylaws” shall mean the bylaws of the Company, as amended or restated, from time to time.

“Cause” shall mean, with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser in connection with performing its duties hereunder.

“CEA” shall mean the U.S. Commodities Exchange Act, as amended.

“Change of Control” shall mean any event (including, without limitation, issue, transfer or other disposition of Shares 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.

LEGAL02/46394698v3

“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.

“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.

“Construction Fee” shall mean a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property.

“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.

“Development Fee” shall mean a fee for the packaging of a Property, including the negotiation and approval of plans, and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.

“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.

LEGAL02/46394698v3

“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.

“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.

“Listing” shall mean the listing of any or all of the Common Shares on a national securities exchange. Upon such Listing, the Common Shares shall be deemed Listed.

“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

LEGAL02/46394698v3

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 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.

“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

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vehicles and other entities formed in connection with Invesco side-by-side or additional general partner investments with respect thereto). “Other Invesco Accounts” shall exclude the Company and the Operating Partnership and each subsidiary directly or indirectly wholly owned by the Company or the Operating Partnership.

“Performance Fee” shall have the meaning set forth in Section 10(b).

“Person” shall mean an individual, corporation, business trust, estate, trust, partnership, joint venture, limited liability company or other legal entity.

“Priority Invesco Accounts” shall mean Other Invesco Accounts that have priority over the Company and the Operating Partnership with respect to certain investments, as described in the Memorandum.

“Property” or “Properties” shall mean, as the context requires, any, or all, respectively, of the Real Property acquired by the Company or the Operating Partnership, directly or indirectly, including through joint venture arrangements or other partnership or investment interests.

“Real Estate-Related Assets” shall mean any investments by the Company or the Operating Partnership in Mortgages or Real Estate-Related Securities.

“Real Estate-Related Securities” shall mean equity and debt securities of both publicly traded and private companies, including REITs and pass-through entities, that own Real Property or loans secured by real estate, including investments in commercial mortgage-backed securities and derivative instruments, owned by the Company or the Operating Partnership, directly or indirectly through one or more of their Subsidiaries.

“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.

“Sale” shall include any transaction or series of transactions whereby: (A) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of a building only, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of all or substantially all of the interest of the Company or the Operating Partnership in any joint venture in which it is a co-venturer or partner; (C) any joint venture in which the Company or the Operating Partnership is a co-venturer or partner directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (D) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any

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Mortgage or Real Estate-Related Security or portion thereof, including any payments thereunder or in satisfaction thereof (other than regularly scheduled interest payments) or any amounts owed pursuant to such Mortgage or Real Estate-Related Security, and including any event with respect to any Mortgage or Real Estate-Related Security which gives rise to a significant amount of insurance proceeds or similar awards; and (E) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any other Asset not previously described in this definition or any portion thereof.

“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 Operating Expenses” shall mean all costs and expenses paid or incurred by the Company, as determined under generally accepted accounting principles, including Management Fees, but excluding: (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) property level expenses incurred at each property, (iii) interest payments, (iv) taxes, (v) non-cash expenditures such as depreciation, amortization and bad debt reserves, (vi) Acquisition Fees, Commitment Fees and Acquisition Expenses, (vii) real estate commissions on the Sale of Property and (viii) other fees and expenses connected with the acquisition, disposition and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property).

“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

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the Adviser hereby accepts such appointment. By accepting such appointment, the Adviser acknowledges that it has a contractual and fiduciary responsibility to the Company and the Stockholders. Except as otherwise provided in this Agreement, the Adviser hereby agrees to use its commercially reasonable efforts to perform the duties set forth herein, provided that the Company reimburses the Adviser for costs and expenses in accordance with Section 11.

3.DUTIES OF THE ADVISER. Subject to the oversight of the Board and the terms and conditions of this Agreement and the Investment Guidelines and consistent with the provisions of the Memorandum the Charter, the Bylaws and the Operating Partnership Agreement, the Adviser will have plenary authority with respect to the management of the business and affairs of the Company and the Operating Partnership and will be responsible for implementing the investment strategy of the Company 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;

(a)

(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;

(b)

(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;

(c)

(d)providing the Company with portfolio management and other related services;

(d)

(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;

(e)

(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;

(f)

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(g)engaging and supervising, on the Company’s and the Operating Partnership’s behalf and at the Company’s and the Operating Partnership’s expense, independent contractors, advisors, consultants, attorneys, accountants, administrators, auditors, appraisers, independent valuation agents, escrow agents and other service providers (which may include Affiliates of the Adviser) that provide various services with respect to the Company and the Operating Partnership, including, without limitation, on-site managers, building and maintenance personnel, investment banking, securities brokerage, mortgage brokerage, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including custody and transfer agent and registrar services) as may be required relating to the Company’s and the Operating Partnership’s activities or Investments (or potential Investments);

(g)

(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;

(h)

(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;

(i)

(j)advising the Company in connection with policy decisions to be made by the Board;

(j)

(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;

(k)

(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;

(l)

(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;

(m)

(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;

(n)

(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;

(o)

(p)providing input in connection with the appraisals performed by the Independent Appraisers;

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(p)

(q)monitoring the Company’s Investments for events that may be expected to have a material impact on the most recent estimated values;

(q)

(r)monitoring each Independent Appraiser’s valuation process for compliance with the Valuation Guidelines;

(r)

(s)delivering to, or maintaining on behalf of, the Company copies of appraisals obtained in connection with the Investments;

(s)

(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);

(t)

(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);

(u)

(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.

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(v)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.

(w)

4.AUTHORITY OF ADVISER.

(a)Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of the execution hereof by the officers of the Company) hereby delegates to the Adviser the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Adviser, may be necessary or advisable in connection with the Adviser’s duties described in Section 3, including for the avoidance of doubt the ability to vote proxies or other voting interests which the Company holds directly or indirectly, and the making of any Investment that fits within the Investment Guidelines, objectives, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board.

(a)

(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.

(b)

(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.

(c)

(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.

(d)

(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.

(e)

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5.BANK ACCOUNTS. The Adviser may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership, and any subsidiary thereof and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, consistent with the Adviser’s authority under this Agreement, provided that no funds shall be commingled with the funds of the Adviser; and the Adviser shall from time to time render, upon request by the Board, its audit committee or the auditors of the Company, appropriate accountings of such collections and payments to the Board, its audit committee and the auditors of the Company, as applicable.

6.RECORDS; ACCESS. The Adviser shall maintain appropriate records of its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Adviser shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

7.LIMITATIONS ON ACTIVITIES. The Adviser shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code or the status of either the Company or the Operating Partnership as an entity excluded from investment company status under the Investment Company Act, or (iii) would materially violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company and the Operating Partnership or of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Charter, Bylaws or Operating Partnership Agreement. If the Adviser is ordered to take any action by the Board, the Adviser shall seek to notify the Board if it is the Adviser’s reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Charter, Bylaws or Operating Partnership Agreement. Notwithstanding the foregoing, neither the Adviser nor any of its Affiliates shall be liable to the Company, the Operating Partnership, the Board, or the Stockholders for any act or omission by the Adviser or any of its Affiliates, except as provided in Section 20 of this Agreement.

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)).

(a)

(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

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Invesco Accounts in accordance with Invesco’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be fair and equitable, over time, in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other Invesco Accounts (in lieu of the Company) in accordance with Invesco’s prevailing policies and procedures and (iii) Priority Invesco Accounts, if any, will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisors of the Priority Invesco Accounts forgo, in their sole discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.

(b)

(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.

(c)

(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

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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).

(d)

(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.

(e)

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)

(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)

(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)

(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

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Adviser at a later date. Class E Common Shares obtained by the Adviser will not be subject to the repurchase limits of the Company’s share repurchase plan, 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)

(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.

(e)

(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.

(f)

(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.

(g)

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 of the Company’s 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.

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(c)Subject to Sections 4(e) and 11(c), the Adviser shall be responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company pursuant to this Agreement (including, without limitation, each of the officers of the Company and any Directors who are also directors, officers or employees of the Adviser or any of its Affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel (“Adviser Expenses”).

(d)In addition to the compensation paid to the Adviser pursuant to Section 10 hereof, the Company shall pay all of its costs and expenses directly or, subject to the limits set forth in Section 13 below, reimburse the Adviser and its Affiliates for costs and expenses incurred by the Adviser or its Affiliates on behalf of the Company, in each case other than Adviser Expenses (but, for the avoidance of doubt, including any such costs and expenses incurred before the date of this Agreement). 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 Total 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 Total 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 Total 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.

15.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.

16.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 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

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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.

17.TERMINATION BY THE PARTIES FOR CAUSE.

(a) The Company or the Operating Partnership may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Company or the Operating Partnership to the Adviser, without payment of any Termination Fee, if (i) the Adviser, its agents or its assignees materially breaches any provision of this Agreement and such breach shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after written notice of such breach if the Adviser takes steps to cure such breach within 30 days of the written notice), (ii) the Adviser engages in any act of fraud, misappropriation of funds, or embezzlement 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).

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(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.

18.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.

19.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.

(a)

(b)The Adviser shall promptly upon termination:

(b)

(i)pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(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.

20. 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.

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21.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.

22.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.

23.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 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.

24.MISCELLANEOUS.

25.

(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:

(a)

The Company: Invesco Commercial Real Estate Finance Trust, Inc.

2300 N Field St, Suite 1200

Dallas, Texas 75201

Attention: E. Elizabeth Day

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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

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.

(b)

(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.

(c)

(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

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HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(d)

(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.

(e)

(f)Indulgences, Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(f)

(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.

(g)

(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.

(h)

(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.

(i)

[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/ Hurbert J. Crouch

Name: Hubert J. Crouch

Title: Chief Executive Officer

Invesco Advisers, Inc.

By: /s/ R. Scott Dennis

Name: R. Scott Dennis

Title: Senior Vice President

Signature Page to the Amended and Restated Advisory Agreement

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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.

LEGAL02/46394698v3

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:

(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

LEGAL02/46394698v3

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

LEGAL02/46394698v3

Exhibit 10.2

EXECUTION VERSION

Dated as of May 7, 2025

INCREF 2025-FL1 LLC,

as Issuer

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP,

as Advancing Agent

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Note Administrator

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Custodian

INDENTURE

TABLE OF CONTENTS

Page


ARTICLE 1 DEFINITIONS			- 3 -
Section 1.1 Definitions			- 3 -
Section 1.2 Interest Calculation Convention			- 60 -
Section 1.3 Rounding Convention			- 60 -
Section 1.4 Interpretation			- 60 -
ARTICLE 2 THE NOTES			- 61 -
Section 2.1 Forms Generally			- 61 -
Section 2.2 Forms of Notes and Certificate of Authentication.			- 61 -
Section 2.3 Authorized Amount; Stated Maturity Date; and Denominations.			- 63 -
Section 2.4 Execution, Authentication, Delivery and Dating			- 64 -
Section 2.5 Registration, Registration of Transfer and Exchange.			- 64 -
Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Note			- 74 -
Section 2.7 Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved.			- 75 -
Section 2.8 Persons Deemed Owners			- 79 -
Section 2.9 Cancellation			- 79 -
Section 2.10 Global Notes; Definitive Notes; Temporary Notes.			- 79 -
Section 2.11 U.S. Tax Treatment of Notes and the Issuer.			- 81 -
Section 2.12 Authenticating Agents			- 81 -
Section 2.13 Forced Sale on Failure to Comply with Restrictions.			- 82 -
Section 2.14 No Gross Up			- 83 -
Section 2.15 Credit Risk Retention			- 83 -
Section 2.16 Benchmark Transition Event.			- 83 -
Section 2.17 Subdivision of Income Notes			- 84 -
ARTICLE 3 CONDITIONS PRECEDENT; PLEDGED COLLATERAL INTERESTS			- 85 -
Section 3.1 General Provisions			- 85 -
Section 3.2 Security for Notes			- 87 -
Section 3.3 Transfer of Collateral.			- 88 -
ARTICLE 4 SATISFACTION AND DISCHARGE			- 98 -
Section 4.1 Satisfaction and Discharge of Indenture			- 98 -
Section 4.2 Application of Amounts held in Trust			- 99 -
Section 4.3 Repayment of Amounts Held by Paying Agent			- 100 -

- i -


Section 4.4 Limitation on Obligation to Incur Company Administrative Expenses			- 100 -
ARTICLE 5 REMEDIES			- 100 -
Section 5.1 Events of Default.			- 100 -
Section 5.2 Acceleration of Maturity; Rescission and Annulment.			- 102 -
Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.			- 104 -
Section 5.4 Remedies.			- 107 -
Section 5.5 Preservation of Collateral.			- 108 -
Section 5.6 Trustee May Enforce Claims Without Possession of Notes			- 110 -
Section 5.7 Application of Amounts Collected			- 110 -
Section 5.8 Limitation on Suits			- 110 -
Section 5.9 Unconditional Rights of Noteholders to Receive Principal and Interest			- 111 -
Section 5.10 Restoration of Rights and Remedies			- 111 -
Section 5.11 Rights and Remedies Cumulative			- 111 -
Section 5.12 Delay or Omission Not Waiver			- 111 -
Section 5.13 Control by the Controlling Class			- 111 -
Section 5.14 Waiver of Past Defaults			- 112 -
Section 5.15 Undertaking for Costs			- 112 -
Section 5.16 Waiver of Stay or Extension Laws			- 113 -
Section 5.17 Sale of Collateral.			- 113 -
Section 5.18 Action on the Notes			- 114 -
ARTICLE 6 THE TRUSTEE AND NOTE ADMINISTRATOR			- 114 -
Section 6.1 Certain Duties and Responsibilities.			- 114 -
Section 6.2 Notice of Default			- 116 -
Section 6.3 Certain Rights of Trustee and Note Administrator			- 116 -
Section 6.4 Not Responsible for Recitals or Issuance of Notes			- 118 -
Section 6.5 May Hold Notes			- 119 -
Section 6.6 Amounts Held in Trust			- 119 -
Section 6.7 Compensation and Reimbursement.			- 119 -
Section 6.8 Corporate Trustee Required; Eligibility			- 120 -
Section 6.9 Resignation and Removal; Appointment of Successor.			- 121 -
Section 6.10 Acceptance of Appointment by Successor			- 123 -
Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator			- 123 -
Section 6.12 Co-Trustees and Separate Trustee			- 123 -
Section 6.13 Direction to enter into the Servicing Agreement			- 124 -
Section 6.14 Representations and Warranties of the Trustee			- 125 -
Section 6.15 Representations and Warranties of the Note Administrator			- 125 -

- ii -


Section 6.16 Requests for Consents			- 126 -
Section 6.17 Withholding.			- 126 -
ARTICLE 7 COVENANTS			- 126 -
Section 7.1 Payment of Principal and Interest			- 126 -
Section 7.2 Maintenance of Office or Agency			- 127 -
Section 7.3 Amounts for Note Payments to be Held in Trust.			- 127 -
Section 7.4 Existence of the Issuer.			- 129 -
Section 7.5 Protection of Collateral.			- 131 -
Section 7.6 Notice of Any Amendments			- 132 -
Section 7.7 Performance of Obligations.			- 132 -
Section 7.8 Negative Covenants.			- 133 -
Section 7.9 Statement as to Compliance			- 135 -
Section 7.10 Issuer May Consolidate or Merge Only on Certain Terms			- 135 -
Section 7.11 Successor Substituted			- 136 -
Section 7.12 No Other Business			- 137 -
Section 7.13 Reporting			- 137 -
Section 7.14 Calculation Agent.			- 137 -
Section 7.15 REIT Status.			- 138 -
Section 7.16 Permitted Subsidiaries			- 138 -
Section 7.17 Repurchase Requests			- 139 -
Section 7.18 Purchase of Ramp-Up Collateral Interests			- 139 -
Section 7.19 Ramp-Up Completion Date Actions			- 139 -
Section 7.20 Servicing of Loans and Control of Servicing Decisions			- 140 -
Section 7.21 ABS Due Diligence Services			- 140 -
Section 7.22 Designated Transaction Representative.			- 141 -
ARTICLE 8 SUPPLEMENTAL INDENTURES			- 142 -
Section 8.1 Supplemental Indentures Without Consent of Noteholders.			- 142 -
Section 8.2 Supplemental Indentures with Consent of Noteholders			- 145 -
Section 8.3 Execution of Supplemental Indentures			- 147 -
Section 8.4 Effect of Supplemental Indentures			- 149 -
Section 8.5 Reference in Notes to Supplemental Indentures			- 149 -
ARTICLE 9 REDEMPTION OF NOTES; REDEMPTION PROCEDURES			- 149 -
Section 9.1 Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption.			- 149 -
Section 9.2 Notice of Redemption.			- 151 -
Section 9.3 Notice of Redemption or Maturity			- 151 -
Section 9.4 Notes Payable on Redemption Date			- 152 -

- iii -


Section 9.5 Mandatory Redemption			- 152 -
ARTICLE 10 ACCOUNTS, ACCOUNTINGS AND RELEASES			- 152 -
Section 10.1 Collection of Amounts; Custodial Account.			- 152 -
Section 10.2 Reinvestment Account.			- 153 -
Section 10.3 Payment Account.			- 154 -
Section 10.4 Unused Proceeds Account.			- 154 -
Section 10.5 Expense Reserve Account.			- 155 -
Section 10.6 [Reserved].			- 156 -
Section 10.7 Interest Advances.			- 156 -
Section 10.8 Reports by Parties			- 160 -
Section 10.9 Reports; Accountings.			- 160 -
Section 10.10 Release of Collateral Interests; Release of Collateral.			- 163 -
Section 10.11 [Reserved]			- 164 -
Section 10.12 Information Available Electronically.			- 164 -
Section 10.13 Investor Q&A Forum; Investor Registry.			- 167 -
Section 10.14 Certain Procedures.			- 169 -
ARTICLE 11 APPLICATION OF FUNDS			- 170 -
Section 11.1 Disbursements of Amounts from Payment Account.			- 170 -
Section 11.2 Securities Accounts			- 175 -
ARTICLE 12 SALE OF COLLATERAL INTERESTS; THE DELAYED CLOSE COLLATERAL INTEREST; REINVESTMENT COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES			- 176 -
Section 12.1 Sales of Collateral Interests.			- 176 -
Section 12.2 Reinvestment Collateral Interests.			- 180 -
Section 12.3 Conditions Applicable to all Transactions Involving Sale or Grant.			- 181 -
Section 12.4 Modifications to Note Protection Tests			- 182 -
Section 12.5 Future Funding Agreement.			- 182 -
Section 12.6 Acquisition of the Delayed Close Collateral Interest.			- 183 -
ARTICLE 13 NOTEHOLDERS’ RELATIONS			- 184 -
Section 13.1 Subordination.			- 184 -
Section 13.2 Standard of Conduct			- 186 -
ARTICLE 14 MISCELLANEOUS			- 186 -
Section 14.1 Form of Documents Delivered to the Trustee and Note Administrator			- 186 -

- iv -


Section 14.2 Acts of Noteholders.			- 187 -
Section 14.3 Notices, etc., to the Trustee, the Note Administrator, the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Placement Agents, the Collateral Manager and the Rating Agencies			- 188 -
Section 14.4 Notices to Noteholders; Waiver			- 190 -
Section 14.5 Effect of Headings and Table of Contents			- 191 -
Section 14.6 Successors and Assigns			- 191 -
Section 14.7 Severability			- 191 -
Section 14.8 Benefits of Indenture			- 191 -
Section 14.9 Governing Law; Waiver of Jury Trial			- 191 -
Section 14.10 Submission to Jurisdiction			- 192 -
Section 14.11 Counterparts			- 192 -
Section 14.12 [Reserved].			- 192 -
Section 14.13 17g-5 Information.			- 192 -
Section 14.14 Rating Agency Condition			- 195 -
Section 14.15 Patriot Act Compliance			- 195 -
ARTICLE 15 ASSIGNMENT OF COLLATERAL INTEREST PURCHASE AGREEMENTS AND COLLATERAL MANAGEMENT AGREEMENT			- 195 -
Section 15.1 Assignment of the Collateral Interest Purchase Agreements and the Collateral Management Agreement.			- 195 -
ARTICLE 16 CURE RIGHTS; PURCHASE RIGHTS; COLLATERAL INTERESTS ACQUIRED AFTER THE CLOSING DATE			- 197 -
Section 16.1 [Reserved]			- 197 -
Section 16.2 Collateral Interest Purchase Agreements			- 197 -
Section 16.3 Representations and Warranties Related to Collateral Interests Acquired after the Closing Date.			- 198 -
Section 16.4 Operating Advisor			- 198 -
Section 16.5 Purchase Right			- 198 -
ARTICLE 17 ADVANCING AGENT			- 199 -
Section 17.1 Liability of the Advancing Agent			- 199 -
Section 17.2 Merger or Consolidation of the Advancing Agent.			- 199 -
Section 17.3 Limitation on Liability of the Advancing Agent and Others			- 199 -
Section 17.4 Representations and Warranties of the Advancing Agent			- 200 -
Section 17.5 Resignation and Removal; Appointment of Successor.			- 201 -
Section 17.6 Acceptance of Appointment by Successor Advancing Agent.			- 202 -
Section 17.7 Removal and Replacement of Successor Advancing Agent			- 202 -

- v -

SCHEDULES

Schedule A Schedule of Collateral Interests

Schedule B Benchmark

Schedule C List of Authorized Officers of Collateral Manager

EXHIBITS

Exhibit A-1 Form of Global Offered Note

Exhibit A-2 Form of Global Non-Offered Note

Exhibit A-3 Form of Rule 144A Global Income Note

Exhibit B-1 Form of Definitive Offered Note

Exhibit B-2 Form of Definitive Non-Offered Note

Exhibit B-3 Form of Definitive Income Note

Exhibit C-1 Form of Transfer Certificate for Transfer From a Rule 144A Global Note or Definitive Note to a Temporary Regulation S Global Note or Regulation S Global Note

Exhibit C-2 Form of Transfer Certificate for Transfer From a Temporary Regulation S Global Note, Regulation S Global Note or Definitive Note to a Rule 144A Global Note

Exhibit C-3 Form of Transfer Certificate for Transfer From a Regulation S Global Note, Rule 144A Global Note or Definitive Note to a Definitive Note

Exhibit C-4-A Form of Transferor Certificate for Rule 144A Global Note to Temporary Regulation S Global Note

Exhibit C-4-B Form of Transferor Certificate for Rule 144A Global Note to Regulation S Global Note

Exhibit C-5 Form of Transferor Certificate for Temporary Regulation S Global Note to Rule 144A Global Note During Restricted Period

Exhibit C-6-A Form of Transferor Certificate for Definitive Note to Temporary Regulation S Global Note

Exhibit C-6-B Form of Transferor Certificate for Definitive Note to Regulation S Global Note

Exhibit C-7 Form of Certification to Be Given by Beneficial Owner of Temporary Regulation S Global Note

Exhibit D Form of Custodian Receipt

Exhibit E Form of Request for Release

Exhibit F Form of Auction Call Procedure

Exhibit G Form of NRSRO Certification

Exhibit H Form of Note Administrator’s Monthly Report

Exhibit I-1 Form of Investor Certification (for Non-Borrower Affiliates)

Exhibit I-2 Form of Investor Certification (for Borrower Affiliates)

Exhibit J Form of Online Market Data Provider Certification

- vi -

Exhibit K Form of Officer’s Certificate of the Collateral Manager with Respect to the Acquisition of Delayed Close Collateral Interests and Subsequent Collateral Interests.

- vii -

INDENTURE, dated as of May 7, 2025, by and among INCREF 2025-FL1 LLC, a Delaware limited liability company (the “Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authenticating agent, securities intermediary, notes registrar and backup advancing agent (in all of the foregoing capacities, together with its permitted successors and assigns, the “Note Administrator”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as custodian (herein, together with its permitted successors and assigns in the trusts hereunder, the “Custodian”), and INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP (including any successor by merger, “INCREF Investments”), a Delaware limited liability company, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).

PRELIMINARY STATEMENT

The Issuer is duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Secured Parties. The Issuer, the Note Administrator, in all of its capacities hereunder, the Custodian, the Trustee and the Advancing Agent are entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the Issuer in accordance with this Indenture’s terms have been done.

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising out of (in each case, to the extent of the Issuer’s interest therein and specifically excluding any interest of any related Companion Interest Holder therein):

(a) the Closing Date Collateral Interests listed on Schedule A hereto which the Issuer purchases on the Closing Date and causes to be delivered to the Trustee (directly or through the Custodian) herewith, including all payments thereon or with respect thereto, and all Collateral Interests which are delivered to the Trustee (directly or through the Custodian) after the Closing Date pursuant to the terms hereof (including all Collateral Interests acquired by the Issuer after the Closing Date) and all payments thereon or with respect thereto, in each case, other than Retained Interests, if any, under, and as defined in, the applicable Collateral Interest Purchase Agreement;

(b) the Servicing Accounts, the Indenture Accounts and the related security entitlements and all income from the investment of funds in any of the foregoing at any time credited to any of the foregoing accounts;

(d) the rights of the Issuer under the Collateral Management Agreement, the Collateral Interest Purchase Agreement and the Servicing Agreement;

(e) all amounts delivered to the Note Administrator (or its bailee directly or through a securities intermediary);

(f) all other investment property, instruments and general intangibles in which the Issuer has an interest;

(g) the Issuer’s ownership interest in, and rights to, all Issuer Subsidiaries; and

(h) all proceeds with respect to the foregoing clauses (a) through (g).

The collateral described in the foregoing clauses (a) through (h) is referred to herein as the “Collateral.” Such Grants are made to secure the Secured Notes equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note for any reason, except as expressly provided in this Indenture (including the Priority of Payments) and to secure (i) the payment of all amounts due on and in respect of the Secured Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments granted by or on behalf of the Issuer to the Trustee for the benefit of the Secured Parties, whether or not such securities or such investments satisfy the criteria set forth in the definitions of “Collateral Interest” or “Eligible Investment,” as the case may be.

Except to the extent otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein, for the benefit of the Noteholders. Upon the occurrence and during the continuation of any Event of Default hereunder, and in addition to any other rights available under this Indenture or any other Collateral held for the benefit and security of the Noteholders or otherwise available at law or in equity but subject to the terms hereof, the Trustee shall have all rights and remedies of a secured party under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law and the terms of this Indenture, to exercise, sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public and private sale.

The Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with, and subject to,

- 2 -

the terms hereof, in order that the interests of the Secured Parties may be adequately and effectively protected in accordance with this Indenture.

Notwithstanding anything in this Indenture to the contrary, for all purposes hereunder, no holder of Income Notes shall be a secured party for purposes of the Grant by virtue of holding such Notes.

ARTICLE 1

DEFINITIONS

Section 1.1Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. The word “including” and its variations shall mean “including without limitation.” Whenever any reference is made to an amount the determination of which is governed by Section 1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated “Articles,” “Sections,” “Subsections” and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

“17g-5 Information”: The meaning specified in Section 14.13(a) hereof.

“17g-5 Information Provider”: The meaning specified in Section 14.13(a) hereof.

“17g-5 Website”: A password-protected internet website maintained by the 17g-5 Information Provider, which shall initially be located at www.ctslink.com, under the “NRSRO” tab for this transaction. Any change of the 17g-5 Website shall only occur after notice has been delivered by the 17g-5 Information Provider to the Issuer, the Note Administrator, the Trustee, the Collateral Manager, the Placement Agents and the Rating Agencies, which notice shall set forth the date of change and new location of the 17g-5 Website.

“1940 Act”: Investment Company Act of 1940, as amended.

“A Note”: A Collateral Interest that is a Pari Passu Note, a Senior Note or a Senior Pari Passu Note.

“Accepted Loan Servicer”: Any commercial real estate loan master or primary servicer that (1) is engaged in the business of servicing commercial real estate loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Collateral Interests owned or to be owned by the Issuer, (2) within the prior 12 month period, has acted as a servicer in a commercial mortgage backed securities transaction rated by Moody’s and as to which Moody’s has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings

- 3 -

downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination and (3) within the prior 12 month period, has acted as a servicer in a commercial mortgage backed securities transaction rated by Fitch and as to which Fitch has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination.

“Access Termination Notice”: The meaning specified in the Future Funding Agreement.

“Account”: Any of the Servicing Accounts and the Indenture Accounts.

“Accountants’ Report”: A report of a firm of Independent certified public accountants of recognized national reputation.

“Acquisition Criteria”: The meaning specified in Section 12.2(a) hereof.

“Acquisition and Disposition Requirements”: With respect to any acquisition (whether by purchase, exchange or otherwise) or disposition of a Collateral Interest, satisfaction of each of the following conditions: (a) such Collateral Interest is being acquired or disposed of in accordance with the terms and conditions set forth in this Indenture; (b) the acquisition or disposition of such Collateral Interest does not result in a reduction or withdrawal of the then current rating issued by Moody’s or Fitch on any Class of Notes then outstanding; and (c) such Collateral Interest is not being acquired or disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

“Act” or “Act of Noteholders”: The meaning specified in Section 14.2 hereof.

“Administrative Modification”: The meaning specified in the Servicing Agreement.

“Advance Rate”: The meaning specified in the Servicing Agreement.

“Advancing Agent”: INCREF Investments, a Delaware limited liability company, solely in its capacity as advancing agent hereunder, unless a successor Person shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter “Advancing Agent” shall mean such successor Person.

“Advancing Agent Fee”: The fee payable monthly in arrears on each Payment Date to the Advancing Agent, Backup Advancing Agent or Trustee, as applicable, in accordance with the Priority of Payments, equal to 0.02% per annum (calculated based on the actual number of days in the applicable month divided by three hundred and sixty (360)) on the Aggregate Outstanding Amount of the Class A Notes, the Class A-S Notes and the Class B Notes on such Payment Date prior to giving effect to distributions with respect to such Payment Date; which fee is hereby waived by the Advancing Agent for so long as (i) INCREF Investments (or any of its Affiliates)

- 4 -

is the Advancing Agent and (ii) the Retention Holder (or any of its Affiliates) owns the Income Notes.

“Advisers Act”: The Investment Advisers Act of 1940, as amended.

“Advisory Committee”: The meaning specified in the Collateral Management Agreement.

“Affiliate”: With respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (ii) any other Person who is a director, Officer or employee (a) of such Person, (b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. The Note Administrator, the Servicer and the Trustee may rely on certifications of any Holder or party hereto regarding such Person’s affiliations.

“Agent Members”: Members of, or participants in, the Depository, Clearstream, Luxembourg or Euroclear.

“Aggregate Outstanding Amount”: With respect to any Class or Classes of the Notes as of any date of determination, the aggregate Principal Balance of such Class or Classes of Notes Outstanding as of such date of determination plus (i) in the case of the Class C Notes, any Class C Deferred Interest, (ii) in the case of the Class D Notes, any Class D Deferred Interest, (iii) in the case of the Class E Notes, any Class E Deferred Interest, (iv) in the case of the Class F Notes, any Class F Deferred Interest or (v) in the case of the Class G Notes, any Class G Deferred Interest.

“Aggregate Outstanding Portfolio Balance”: On the date of determination thereof, the sum (without duplication) of (i) the aggregate Principal Balance of the Collateral Interests, (ii) the aggregate Principal Balance of all Principal Proceeds held as Cash or Eligible Investments, and (iii) all Cash and Eligible Investments held in the Reinvestment Account and the Unused Proceeds Account.

“Anticipated Takeout Evidence”: An executed letter of commitment or term sheet provided by an institutional lender, letter of intent, signed purchase and sale agreement, or other evidence of anticipated refinancing or sale in accordance with market practices governing the purchase, sale and financing of commercial real estate loans and commercial real estate properties.

“Appraisal”: The meaning specified in the Servicing Agreement.

“Appraisal Reduction Amount”: For (1) any Serviced Loan with respect to which an Appraisal Reduction Event has occurred, an amount calculated by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days following the date on which the

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Special Servicer receives an Updated Appraisal pursuant to Section 3.10 of this Indenture, equal to the excess, if any, of (a) the Principal Balance thereof, plus all other amounts due and unpaid with respect thereto, over (b) the sum of (i) an amount equal to 90% of the aggregate appraised value of the related Mortgaged Property or Mortgaged Properties related to such Loan (net of any liens senior to the lien of the related Mortgage Loan) as determined by an Updated Appraisal on each such underlying Mortgaged Property or Mortgaged Properties related to such Loan, plus (ii) the aggregate amount of all reserves, letters of credit and escrows held in connection therewith (other than escrows and reserves for unpaid real estate taxes and assessments and insurance premiums), plus (iii) all insurance and casualty proceeds and condemnation awards that constitute collateral therefor (whether paid or then payable by any insurance company or government authority) and (2) any Non-Serviced Loan, the “Appraisal Reduction Amount” (or similar term) under the related Non-Serviced Servicing Agreement or Non-Serviced Indenture, as applicable. With respect to any Partitioned Collateral Interest, any Appraisal Reduction Amount will be allocated to such Partitioned Collateral Interest as provided under the applicable Partition Agreement; provided that, if such allocation is not provided for under the applicable Partition Agreement, any Appraisal Reduction Amount shall be deemed allocated in reverse sequential order (if applicable) and on a pro rata and pari passu basis among the related Partitioned Collateral Interest and any related Companion Interests of the same seniority (based on the outstanding principal balance thereof). For the avoidance of doubt, with respect to any Combined Loan, any Appraisal Reduction Amount will be calculated as, and allocated to, the Combined Loan as a whole.

“Appraisal Reduction Event”: (1) With respect to any Collateral Interest related to a Serviced Loan, the occurrence of any of the following events: (i) the 90th day following the occurrence of any uncured delinquency in any monthly payment; (ii) receipt of notice that the related Obligor has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity or the 90th day after the related Obligor becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of the related Mortgaged Property; (iii) the date on which any related Mortgaged Property becomes an REO Property as set forth pursuant to the Servicing Agreement; (iv) the date on which such Collateral Interest becomes a Modified Collateral Interest; or (v) a payment default occurs with respect to a balloon payment due on such Collateral Interest; provided, however, that if (a) (1) the related Obligor is diligently seeking a refinancing commitment or sale (and delivers a statement to that effect to the Special Servicer within 30 days after the default, who shall promptly deliver a copy to the Servicer and the Collateral Manager) or (2) a mezzanine lender, subordinate lender or Companion Interest Holder has notified the Servicer, the Special Servicer or the Collateral Manager of its intent to exercise its cure or purchase option with respect to such related Collateral Interest in accordance with the related Loan Documents, (b) the related Obligor, mezzanine lender, subordinate lender or Companion Interest Holder continues to make the Obligor’s assumed scheduled payments, (c) no other Appraisal Reduction Event has occurred with respect to such Collateral Interest, and (d) the Collateral Manager consents, then an Appraisal Reduction Event with respect to this clause (v) shall be deemed not to occur on or before (1) with respect to clause (a)(1), the 60th day after the maturity date (inclusive of all extension options that the related Obligor had the right to elect and did so elect pursuant to the

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related Loan Documents) of such Collateral Interest or (2) with respect to clause (a)(2), the expiration of the applicable cure or purchase option (unless otherwise extended by the Special Servicer in accordance with this Indenture and the Servicing Agreement); and provided, further, that if the related Obligor has delivered to the Special Servicer, on or before the 60th day after the maturity date, Anticipated Takeout Evidence reasonably acceptable to the Special Servicer, and the Obligor continues to make its assumed scheduled payments and no other Appraisal Reduction Event has occurred with respect to such Collateral Interest, then an Appraisal Reduction Event will be deemed not to occur with respect to this clause (v) until the earlier of (A) 90 days following the original maturity date (or extended maturity) of such Collateral Interest and (B) termination or expiration of the Anticipated Takeout Evidence; and (2) with respect to any Non-Serviced Loan, an “Appraisal Reduction Event” (or similar term) under the related Non-Serviced Servicing Agreement or Non-Serviced Indenture, as applicable.

“Article 15 Agreement”: The meaning specified in Section 15.1(a) hereof.

“As-Stabilized LTV”: With respect to any Collateral Interest, as of any date of determination, the ratio, expressed as a percentage, as calculated by the Collateral Manager in accordance with the Collateral Management Standard, of the Principal Balance of such Collateral Interest to the value estimate of the related Mortgaged Property as reflected in an Appraisal that was obtained not more than 12 months prior to the date of determination (or, if originated by the Seller of an Affiliate thereof, not more than three months prior to the date of origination), which value is based on the Appraisal or portion of an Appraisal that states an “as-stabilized” value and/or “as-renovated” value for such property, which may be based on the assumption that certain events will occur, including without limitation, with respect to the re-tenanting, renovation or other repositioning of such property and, may be based on the capitalization rate reflected in such Appraisal; provided, further, that if the Appraisal was not obtained within three months prior to the date of determination, the Collateral Manager may adjust such capitalization rate in its reasonable good faith judgment executed in accordance with the Collateral Management Standard. In determining As-Stabilized LTV for any Collateral Interest that is a Participation, the calculation of As-Stabilized LTV shall take into account the outstanding Principal Balance of the Participation being acquired by the Issuer and related pari passu Non-Acquired Participation(s) (assuming that all future advance amounts are fully funded) but excluding the principal balance of any mezzanine loan(s) or Companion Interest(s) also secured (directly or indirectly) by the related Mortgaged Property that is subordinate in right to the Partitioned Collateral Interest) as of such date of determination. In determining the As-Stabilized LTV for any Collateral Interest that is cross-collateralized with one or more other Collateral Interests, the As-Stabilized LTV shall be calculated with respect to the cross-collateralized group in the aggregate.

“Auction Call Redemption”: The meaning specified in Section 9.1(d) hereof.

“Authenticating Agent”: With respect to the Notes or a Class of the Notes, the Person designated by the Note Administrator to authenticate such Notes on behalf of the Note Administrator pursuant to Section 2.12 hereof. The Note Administrator shall be the initial Authenticating Agent.

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“Authorized Officer”: With respect to the Issuer, any Officer (or attorney-in-fact appointed by the Issuer) who is authorized to act for the Issuer in matters relating to, and binding upon, the Issuer. With respect to the Collateral Manager, the Persons listed on Schedule C attached hereto or such other Person or Persons specified by the Collateral Manager by written notice to the other parties hereto. With respect to the Servicer, a “Responsible Officer” of the Servicer as set forth in the Servicing Agreement. With respect to the Note Administrator or the Trustee or any other bank or trust company acting as trustee of an express trust, a Trust Officer. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

“Backup Advancing Agent”: The Note Administrator, solely in its capacity as Backup Advancing Agent hereunder, or any successor Backup Advancing Agent(other than the Trustee acting as successor backup advancing agent pursuant to Section 10.7); provided that any such successor Backup Advancing Agent must be a financial institution having (1) a long-term senior unsecured debt rating at least equal to “A2” by Moody’s and “A” by Fitch and (2) a short-term debt rating at least equal to “P-1” by Moody’s and “F1” by Fitch.

“Bankruptcy Code”: The federal Bankruptcy Code, Title 11 of the United States Code, as amended from time to time.

“Barclays”: Barclays Capital Inc.

“Benchmark”: The reference rate used to determine the rate at which interest shall accrue on a Class of Notes, which (1) initially shall be Term SOFR and (2) from and after the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date with respect to the then-current Benchmark, shall be the applicable Benchmark Replacement.

“Benchmark Determination Date”: With respect to (i) the initial Interest Accrual Period, the second SOFR Business Day preceding April 15, 2025 or (ii) any subsequent Interest Accrual Period, (a) if the Benchmark is Term SOFR, the second SOFR Business Day preceding the 15th day of the month in which such Interest Accrual Period begins and (b) if the Benchmark is not Term SOFR, the time determined by the Designated Transaction Representative in accordance with the Benchmark Replacement Conforming Changes; provided, however, that notwithstanding the occurrence of a Benchmark Replacement Date, until a Benchmark Replacement has been selected in accordance with the provisions of this Indenture, the then-current Benchmark will remain in effect.

“Benchmark Replacement”: The first alternative set forth in the order below that the Designated Transaction Representative determines is able to be implemented as of the related Benchmark Replacement Date:

(a) the sum of: (i) the alternate rate of interest that has been selected, endorsed or recommended by the Relevant Governmental Body as the replacement for the then-

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current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment;

(b) the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; and

(c) the sum of: (i) the alternate rate of interest that has been selected by the Designated Transaction Representative as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated securitizations at such time and (ii) the Benchmark Replacement Adjustment.

Notwithstanding the foregoing, in no event may the Benchmark Replacement be less than zero.

“Benchmark Replacement Adjustment”: With respect to any Benchmark Replacement, the first alternative set forth in the order below that the Designated Transaction Representative determines is able to be implemented with respect to such Benchmark Replacement as of the related Benchmark Replacement Date:

(i) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and

(iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Designated Transaction Representative giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated securitization transactions at such time.

“Benchmark Replacement Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational changes (including, but not limited to, changes to the definition of “Interest Accrual Period,” setting an applicable Benchmark Determination Date and Reference Time, the timing and frequency of determining rates and making payments of interest, the method for calculating the Benchmark Replacement and other administrative matters, which may, for the avoidance of doubt, have a material economic impact on the Notes) that the Designated Transaction Representative decides may be appropriate to reflect the adoption of such Benchmark Replacement, in a manner substantially consistent with market practice (or, if the Designated Transaction Representative decides that adoption of any portion of such market practice is not administratively feasible or if the Designated Transaction

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Representative determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Designated Transaction Representative determines is reasonably necessary).

“Benchmark Replacement Date”: With respect to any Benchmark and any related Benchmark Transition Event, the earliest to occur of the following events:

(a)in the case of clause (i) or (ii) of the definition of “Benchmark Transition Event,” the later of (1) the 60th calendar day following the date of the public statement or publication of information referenced therein and (2) the date on which the administrator of the relevant Benchmark permanently or indefinitely ceases to provide such Benchmark, or

(b) in the case of clause (iii) of the definition of “Benchmark Transition Event,” the 60th calendar day following the date of the public statement or publication of information;

provided, however, that, other than in the case of clause (a)(2) above, on or after the 60th day preceding the date on which such Benchmark Replacement Date would otherwise occur (if applicable), the Designated Transaction Representative may give written notice to the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Note Administrator, the Trustee, the Calculation Agent (if different from the Note Administrator), the Collateral Manager (if different from the Designated Transaction Representative) and the 17g-5 Information Provider (who will be required to promptly post such notice to the 17g-5 Website) in which the Designated Transaction Representative designates an earlier date (but not earlier than the 30th day following such notice) and represents that such earlier date will facilitate an orderly transition of the transaction to the Benchmark Replacement, in which case such earlier date shall be the Benchmark Replacement Date. In the case of clause (a)(2) above, the Designated Transaction Representative will be required to provide written notice to the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Trustee, the Note Administrator, the Calculation Agent (if different from the Note Administrator), the Collateral Manager (if different from the Designated Transaction Representative) and the 17g-5 Information Provider (who will be required to promptly post such notice to the 17g-5 Website) at least 30 days prior to the Benchmark Replacement Date, selected by the Designated Transaction Representative.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event”: The occurrence of one or more of the following events with respect to the then-current Benchmark:

(i)a public statement or publication of information by or on behalf of the administrator of the Benchmark officially announcing that the administrator has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the

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time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(ii)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(iii)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“B Note”: With respect to a Mortgage Loan, a promissory note that is junior to one or more other promissory notes evidencing such Mortgage Loan.

“Board Resolution”: A resolution or unanimous written consent of the Issuer Managers or the sole member of the Issuer.

“Business Day”: Any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks are authorized or required by applicable law, regulation or executive order to close in New York, New York, any state in which any of the principal offices of the Servicer, the Special Servicer or the Servicer’s or the Special Servicer’s Collection Account or REO account are located or the location of the Corporate Trust Office of the Note Administrator or the Trustee, or (iii) days when the New York Stock Exchange or the Federal Reserve Bank of New York are closed.

“BMO Capital Markets”: BMO Capital Markets Corp.

“Calculation Agent”: The meaning specified in Section 7.14(a) hereof.

“Calculation Amount”: With respect to:

(a) any Modified Collateral Interest that is, or is related to, a Serviced Loan, the Principal Balance thereof minus any related Appraisal Reduction Amounts; provided, that, if an Appraisal Reduction Amount based on an Updated Appraisal (or, when permitted by the terms of the Servicing Agreement, an existing Appraisal that is less than 12 months old) is not determined with respect to such Modified Collateral Interest within 60 days after it becomes a Modified Collateral Interest (or, if an Appraisal has not been obtained but has been ordered within such 60 day period, within 120 days after it becomes a Modified Collateral Interest), the Calculation Amount with respect to such Modified Collateral Interest will be determined in accordance with clause (b) below until an Appraisal Reduction Amount based on an Updated Appraisal (or, when

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permitted by the terms of the Servicing Agreement, an existing appraisal that is less than 12 months old) is determined;

(b) any Defaulted Collateral Interest, the lowest of (i) the Moody’s Recovery Rate of such Collateral Interest multiplied by the Principal Balance of such Collateral Interest, (ii) the market value of such Collateral Interest, as determined by the Collateral Manager in accordance with the Collateral Management Standard based upon, among other things, a recent Appraisal and information from one or more third party commercial real estate brokers and such other information as the Collateral Manager deems appropriate and (iii) the Principal Balance of such Collateral Interest minus any applicable Appraisal Reduction Amounts; and

(c) any Non-Serviced Collateral Interest that is a Defaulted Collateral Interest or a Modified Collateral Interest, the “Calculation Amount” (or similar term) allocable to such Collateral Interest pursuant to the related Non-Serviced Servicing Agreement or Non-Serviced Indenture, as applicable.

“Capital One Securities”: Capital One Securities, Inc.

“Cash”: Such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts.

“Certificate of Authentication”: The meaning specified in Section 2.1 hereof.

“Certificated Security”: A “certificated security” as defined in Section 8-102(a)(4) of the UCC.

“Citigroup”: Citigroup Global Markets Inc.

“Class”: The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes or the Income Notes, as applicable.

“Class A Defaulted Interest Amount”: With respect to the Class A Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class A Notes on account of any shortfalls in the payment of the Class A Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class A Rate.

“Class A Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class A Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class A Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class A Rate.

“Class A Notes”: The Class A Senior Secured Floating Rate Notes due 2042, issued by the Issuer pursuant to this Indenture.

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“Class A Rate”: With respect to any Class A Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b)1.72838% plus (c) on and after the Payment Date in October 2030, 0.25%.

“Class A-S Defaulted Interest Amount”: With respect to the Class A-S Notes as of each Payment Date, the accrued and unpaid amount due to holders of the Class A-S Notes on account of any shortfalls in the payment of the Class A-S Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class A-S Rate.

“Class A-S Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class A-S Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class A-S Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class A-S Rate.

“Class A-S Notes”: The Class A-S Second Priority Secured Floating Rate Notes Due 2042, issued by the Issuer pursuant to this Indenture.

“Class A-S Rate”: With respect to any Class A-S Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b) 2.13766% plus (c) on and after the Payment Date in October 2030, 0.25%.

“Class B Defaulted Interest Amount”: With respect to the Class B Notes as of each Payment Date, the accrued and unpaid amount due to Holders of the Class B Notes on account of any shortfalls in the payment of the Class B Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class B Rate.

“Class B Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class B Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class B Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class B Rate.

“Class B Notes”: The Class B Third Priority Secured Floating Rate Notes due 2042, issued by the Issuer pursuant to this Indenture.

“Class B Rate”: With respect to any Class B Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b) 2.58861% plus (c) on and after the Payment Date in October 2030, 0.50%.

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“Class C Defaulted Interest Amount”: With respect to the Class C Notes as of each Payment Date for which no Class A Note, Class A-S Note or Class B Note is Outstanding, the accrued and unpaid amount due to Holders of the Class C Notes on account of any shortfalls in the payment of the Class C Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class C Rate.

“Class C Deferred Interest” Any interest due on the Class C Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date on which any of the Class A Notes, the Class A-S Notes, or the Class B Notes are outstanding.

“Class C Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class C Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class C Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class C Rate.

“Class C Notes”: The Class C Fourth Priority Secured Floating Rate Notes due 2042, issued by the Issuer pursuant to this Indenture.

“Class C Rate”: With respect to any Class C Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b) 3.08897% plus (c) on and after the Payment Date in October 2030, 0.50%.

“Class D Defaulted Interest Amount”: With respect to the Class D Notes as of each Payment Date for which no Class A Note, Class A-S Note, Class B Note or Class C Note is Outstanding, the accrued and unpaid amount due to holders of the Class D Notes on account of any shortfalls in the payment of the Class D Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class D Rate.

“Class D Deferred Interest” Any interest due on the Class D Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date on which any of the Class A Notes, the Class A-S Notes, the Class B Notes, or the Class C Notes are outstanding.

“Class D Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class D Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class D Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class D Rate.

“Class D Notes”: The Class D Fifth Priority Secured Floating Rate Notes due 2042, issued by the Issuer pursuant to this Indenture.

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“Class D Rate”: With respect to any Class D Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b) 4.18769% plus (c) on and after the Payment Date in October 2030, 0.50%.

“Class E Defaulted Interest Amount”: With respect to the Class E Notes as of each Payment Date for which no Class A Note, Class A-S Note, Class B Note, Class C Note or Class D Note is Outstanding, the accrued and unpaid amount due to holders of the Class E Notes on account of any shortfalls in the payment of the Class E Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class E Rate.

“Class E Deferred Interest” Any interest due on the Class E Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date on which any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, or the Class D Notes are outstanding.

“Class E Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class E Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class E Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class E Rate.

“Class E Notes”: The Class E Sixth Priority Secured Floating Rate Notes due 2042, issued by the Issuer pursuant to this Indenture.

“Class E Rate”: With respect to any Class E Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b) 4.93660% plus (c) on and after the Payment Date in October 2030, 0.50%.

“Class F Defaulted Interest Amount”: With respect to the Class F Notes as of each Payment Date for which no Class A Note, Class A-S Note, Class B Note, Class C Note, Class D Note or Class E Note is Outstanding, the accrued and unpaid amount due to holders of the Class F Notes on account of any shortfalls in the payment of the Class F Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class F Rate.

“Class F Deferred Interest”: Any interest due on the Class F Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date on which any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes or the Class E Notes are outstanding.

“Class F Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class F Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class F Notes on the first day of the related Interest Accrual Period,

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(ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class F Rate.

“Class F Notes”: The Class F Seventh Priority Secured Floating Rate Notes due 2042, issued by the Issuer pursuant to this Indenture.

“Class F Rate”: With respect to any Class F Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b) 6.00000%.

“Class G Defaulted Interest Amount”: With respect to the Class G Notes as of each Payment Date for which no Class A Note, Class A-S Note, Class B Note, Class C Note, Class D Note, Class E Note or Class F Note is Outstanding, the accrued and unpaid amount due to holders of the Class G Notes on account of any shortfalls in the payment of the Class G Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the Class G Rate.

“Class G Deferred Interest”: Any interest due on the Class G Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date on which any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Class F Notes are outstanding.

“Class G Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class G Notes on account of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class G Notes on the first day of the related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred and sixty (360) and (iii) the Class G Rate.

“Class G Notes”: The Class G Eighth Priority Secured Floating Rate Notes due 2042, issued by the Issuer pursuant to this Indenture.

“Class G Rate”: With respect to any Class G Note, the per annum rate at which interest accrues on such Note for any Interest Accrual Period, which shall be equal to (a) the Benchmark for the related Interest Accrual Period plus (b) 7.00000%.

“Class P Component”: The meaning specified in Section 2.17(a) hereof.

“Class P Component Note Balance”: The meaning specified in Section 2.17(a) hereof.

“Class R Component”: The meaning specified in Section 2.17(a) hereof.

“Class X Component”: The meaning specified in Section 2.17(a) hereof.

“Class X Component Reference Amount”: The meaning specified in Section 2.17(a) hereof.

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“Clean-up Call”: The meaning specified in Section 9.1(a) hereof.

“Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearstream, Luxembourg”: Clearstream Banking, société anonyme, a limited liability company organized under the laws of the Grand Duchy of Luxembourg.

“Closing Date”: May 7, 2025.

“Closing Date Collateral Interests”: The Cut-off Date Collateral Interests excluding any Delayed Close Collateral Interests.

“Closing Date Deposit”: In connection with the sale of the Closing Date Collateral Interests to the Issuer, a one-time deposit made by the Issuer on the Closing Date of cash contributed by the Retention Holder into the Payment Account in an amount that, together with other Issuer funds, is sufficient to enable the Issuer to make required payments of Note interest on the first Payment Date. For the avoidance of doubt, there will not be a Closing Date Deposit.

“Co-Lender Agreement”: With respect to each Split Loan, a co-lender or similar agreement governing the rights and obligations of the holders of the related Partitioned Collateral Interest and each related Companion Interest.

“Code”: The United States Internal Revenue Code of 1986, as amended.

“Collateral”: The meaning specified in the first paragraph of the Granting Clause of this Indenture.

“Collateral Interest”: Each of the Mortgage Loans, Combined Loans and Partitioned Collateral Interests acquired by the Issuer.

“Collateral Interest File”: The meaning specified in Section 3.3(e) hereof.

“Collateral Interest Purchase Agreement”: (A) The collateral interest purchase agreement entered into between the Issuer, the Seller and INCREF Investments on or about the Closing Date relating to the acquisition of Collateral Interests by the Issuer on the Closing Date, as may be amended from time to time, and (B) each collateral interest purchase agreement substantially the same as such initial collateral interest purchase agreement entered into between the Issuer and the Seller or INCREF Sub-REIT in connection with the acquisition of a Collateral Interest after the Closing Date and each subsequent transfer instrument entered into pursuant to the initial collateral interest purchase agreement in connection with the acquisition of a Collateral Interest after the Closing Date, which agreements are assigned to the Trustee on behalf of the Issuer pursuant to this Indenture.

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“Collateral Management Agreement”: The Collateral Management Agreement, dated as of the Closing Date, by and between the Issuer and the Collateral Manager, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Collateral Management Standard”: The meaning specified in the Collateral Management Agreement.

“Collateral Manager”: Invesco Advisers, Inc., each of Invesco Advisers, Inc.’s permitted successors and assigns or any successor Person that shall have become the Collateral Manager pursuant to the provisions of the Collateral Management Agreement and thereafter “Collateral Manager” shall mean such successor Person.

“Collateral Manager Fee”: The meaning specified in the Collateral Management Agreement.

“Collection Account”: The meaning specified in the Servicing Agreement.

“Combined Loan”: Collectively, any Mortgage Loan and a related Mezzanine Loan.

“Combined Loan Repurchase Event”: With respect to any Combined Loan, an event that shall occur if the Mortgage Loan portion thereof is repaid in full, but the Mezzanine Loan portion thereof remains outstanding.

“Committed Ramp-Up Collateral Interest”: Any Ramp-Up Collateral Interest for which the Issuer (or the Collateral Manager (or an Affiliate or third party on behalf of the Collateral Manager) on behalf of the Issuer) has entered into a binding commitment to purchase such Ramp-Up Collateral Interest on or before the sixth Payment Date, but has not settled such purchase on or prior to the sixth Payment Date.

“Companion Interest”: A Companion Note or a Companion Participation, as applicable.

“Companion Interest Holder”: The holder of any Companion Interest.

“Companion Note”: With respect to each A Note, the related companion split loan interest in the related Split Loan that will not be held by the Issuer unless such Companion Note is later acquired, in whole or in part, by the Issuer pursuant to the applicable provisions of this Indenture.

“Companion Participation”: With respect to each Participation, the related companion participation interest in the related Participated Loan that will not be held by the Issuer unless such Companion Participation is later acquired, in whole or in part, by the Issuer pursuant to the applicable provisions of this Indenture.

“Company Administrative Expenses”: All fees, expenses and other amounts due or accrued with respect to any Payment Date and payable by the Issuer or any Issuer Subsidiary

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(including legal fees and expenses) to (i) the Note Administrator, the Custodian, the Trustee and the Designated Transaction Representative pursuant to this Indenture or any co-trustee appointed pursuant to Section 6.7 hereof (including amounts payable by the Issuer as indemnification pursuant to this Indenture), (ii) the Issuer Managers (including indemnification), (iii) independent accountants, agents and counsel of the Issuer for reasonable fees and expenses (including amounts payable in connection with the preparation of tax forms on behalf of the Issuer), and any registered office and government filing fees, in each case, payable in the order in which invoices are received by the Issuer, (iv) a Rating Agency for fees and expenses in connection with any rating (including the annual fee payable with respect to the monitoring of any rating) of the Notes, including fees and expenses due or accrued in connection with any credit assessment or rating of the Collateral Interests, (v) the Collateral Manager under this Indenture and the Collateral Management Agreement (including amounts payable by the Issuer as indemnification pursuant to this Indenture or the Collateral Management Agreement), (vi) other Persons as indemnification pursuant to the Collateral Management Agreement, (vii) the Advancing Agent or other Persons as indemnification pursuant to the provisions pertaining to the Advancing Agent in this Indenture, (viii) the Servicer or the Special Servicer as indemnification or reimbursement of expenses pursuant to the Servicing Agreement, (ix) the CREFC® Intellectual Property Royalty License Fee, (x) each member of the Advisory Committee (including amounts payable as indemnification) under each agreement between such Advisory Committee member, the Collateral Manager and the Issuer (and the amounts payable by the Issuer to each member of the Advisory Committee as indemnification pursuant to each such agreement), (xi) any other Person in respect of any governmental fee, charge or tax in relation to the Issuer or any Issuer Subsidiary (in each case as certified by an Authorized Officer of the Issuer to the Note Administrator), in each case, payable in the order in which invoices are received by the Issuer, (xii) the Designated Transaction Representative pursuant to this Indenture, (xiii) each EU Reporting Administrator, pursuant to its agreement with the Issuer in respect of the EU Transparency Requirements, (xiv) each of INCREF Investments and the Note Administrator, in reimbursement of costs incurred in performing their respective obligations under the Servicing Agreement in connection with the Issuer’s obligations in respect of the EU Transparency Requirements, and (xv) any other Person in respect of any other fees or expenses (including indemnifications) permitted under this Indenture (including, without limitation, any costs or expenses incurred in connection with certain modeling systems and services) and the documents delivered pursuant to or in connection with this Indenture and the Notes and any amendment or other modification of any such documentation, in each case unless expressly prohibited under this Indenture (including, without limitation, the payment of all transaction fees and all legal and other fees and expenses required in connection with the purchase of any Collateral Interests or any other transaction authorized by this Indenture), in each case, payable in the order in which invoices are received by the Issuer; provided that Company Administrative Expenses shall not include (a) amounts payable in respect of the Notes and (b) any Collateral Manager Fee payable pursuant to the Collateral Management Agreement.

“Contribution Collateral Interest”: Any Collateral Interest contributed by the Retention Holder, or an Affiliate that is wholly owned by INCREF Sub-REIT and is a disregarded entity

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for U.S. federal income tax purposes that holds 100% of the Retained Notes, pursuant to Section 12.2(c).

“Controlled Collateral Interest”: Each Collateral Interest that is not a Non-Controlled Collateral Interest. As of the Closing Date, each of the Closing Date Collateral Interests identified on Schedule A as “Controlled” will be a Controlled Collateral Interest.

“Controlling Class”: The Class A Notes, so long as any Class A Notes are Outstanding, then the Class A-S Notes, so long as any Class A-S Notes are Outstanding, then the Class B Notes, so long as any Class B Notes are Outstanding, then the Class C Notes, so long as any Class C Notes are Outstanding, then the Class D Notes, so long as any Class D Notes are Outstanding, then the Class E Notes, so long as any Class E Notes are Outstanding, then the Class F Notes, so long as any Class F Notes are Outstanding, then the Class G Notes, so long as any Class G Notes are Outstanding and then the Income Notes, so long as any Income Notes are Outstanding.

“Corporate Trust Office”: The designated corporate trust office of the Trustee and Note Administrator, currently located at: (a) for Note transfer purposes and presentment of the Notes for final payment thereon, 1505 Energy Park Drive, St. Paul, MN 55108, Attn: Note Transfers– INCREF 2025-FL1; (b) for the delivery of the Loan Documents, 1055 10th Avenue SE, Minneapolis, Minnesota, 55414, Attn: INCREF 2025-FL1; (c) with respect to the Trustee, 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee INCREF 2025-FL1 and (d) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attn: Computershare Corporate Trust – INCREF 2025-FL1 LLC, or such other address as the Note Administrator, the Custodian or Trustee, as applicable, may designate from time to time by notice to the Noteholders, the Collateral Manager, the 17g-5 Information Provider and the parties hereto.

“Corresponding Tenor”: With respect to a Benchmark Replacement, a tenor having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“Credit Risk Collateral Interest”: Any Collateral Interest that, in the Collateral Manager’s reasonable business judgment, has a significant risk of becoming a Defaulted Collateral Interest within 120 days.

“Credit Risk Exchange Limitation”: With respect to exchanges of Credit Risk Collateral Interests (other than those that are Defaulted Collateral Interests) after the Reinvestment Period, the condition that will be satisfied if, immediately after giving effect to any such exchange, the aggregate Principal Balance of Credit Risk Collateral Interests (other than those that are Defaulted Collateral Interests including each such Collateral Interest that would be a Defaulted Collateral Interest but for non-lapse of the 60-day period (or 120-day period, as applicable) included in the definition thereof) that have been exchanged by the Issuer in exchanges to the Collateral Manager or its affiliates after the Reinvestment Period does not exceed 10.0% of the Aggregate Outstanding Portfolio Balance as of the Closing Date.

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“Credit Risk/Defaulted Collateral Interest Cash Purchase”: The meaning specified in Section 12.1(b) hereof.

“CREFC® Intellectual Property Royalty License Fee”: With respect to each Collateral Interest and for any Payment Date, an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Principal Balance of such Collateral Interest as of the close of business on the Determination Date in such Interest Accrual Period. Such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Collateral Interest is computed and shall be prorated for partial periods.

“CREFC® Intellectual Property Royalty License Fee Rate”: With respect to each Collateral Interest, a rate equal to 0.0005% per annum.

“CRS”: The OECD Standard for Automatic Exchange of Financial Account information – Common Reporting Standard.

“Custodial Account”: An account at the Securities Intermediary established pursuant to Section 10.1(b) hereof.

“Custodian”: The meaning specified in Section 3.3(a) hereof.

“Cut-off Date”: With respect to (i) each Closing Date Collateral Interest, April 9, 2025 and (ii) each Collateral Interest acquired after the Closing Date, the date specified as such in the related Collateral Interest Purchase Agreement.

“Cut-off Date Collateral Interests”: The Mortgage Loans and Participations listed as Cut-off Date Collateral Interests on Schedule A attached hereto.

“Default”: Any Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Defaulted Collateral Interest”: Any Collateral Interest for which the related Loan is a Defaulted Loan.

“Defaulted Loan”: Any Loan for which there has occurred and is continuing for more than 60 days (or 120 days to the extent Anticipated Takeout Evidence has been received and has not expired or been terminated) either (x) a payment default or (y) a material non-monetary event of default that is known to the Special Servicer, in each case, after giving effect to any applicable grace period but without giving effect to any waiver; provided, however, that any Collateral Interest as to which an Appraisal Reduction Event has not occurred due to the circumstances specified in clause (v) of the definition thereof and which is not otherwise a Defaulted Loan will

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be deemed not to be a Defaulted Loan for purposes of determining the Calculation Amount for the Par Value Test. If a Defaulted Loan is the subject of a work-out, modification or otherwise has cured the default such that the subject Defaulted Loan is no longer in default pursuant to its terms (as such terms may have been modified), such Collateral Interest will no longer be treated as a Defaulted Loan.

“Deferred Interest”: The Class C Deferred Interest, the Class D Deferred Interest, the Class E Deferred Interest, the Class F Deferred Interest and the Class G Deferred Interest.

“Definitive Notes”: The meaning specified in Section 2.2(b) hereof.

“Delayed Close Acquisition Conditions”: Conditions that will be satisfied with respect to a Delayed Close Collateral Interest if (a) such Delayed Close Collateral Interest is acquired by the Issuer on or prior to such Delayed Close Purchase Termination Date, and (b) either (i) the terms of the Loan Documents evidencing such Collateral Interest have not been updated or changed in a material way and no material term under the related Loan Documents is modified subsequent to the date of the Preliminary Offering Memorandum, or (ii) both (1) the collateral, tenor and general credit features of such Delayed Close Collateral Interest are substantially as described on Annex A to the Preliminary Offering Memorandum and (2) the Rating Agency Condition is satisfied with respect to each Rating Agency.

“Delayed Close Collateral Interest”: Any Collateral Interest identified on Schedule A as “Delayed Close” will be a Delayed Close Collateral Interest. As of the Closing Date, there are no Delayed Close Collateral Interests and any references thereto in this Indenture shall be disregarded.

“Delayed Close Purchase Termination Date”: The date that is 60 days after the Closing Date (unless an earlier date is designated by the Collateral Manager).

“Depository” or “DTC”: The Depository Trust Company, its nominees, and their respective successors.

“Designated Transaction Representative”: The Collateral Manager or such other person appointed by the Collateral Manager in connection with the Benchmark replacement process.

“Determination Date”: The 11th day of the month (or if such day is not a Business Day, the next succeeding Business Day) in which such Payment Date occurs, commencing in May 2025.

“Disqualified Transferee”: The meaning specified in Section 2.5(l) hereof.

“Dissolution Expenses”: The amount of expenses reasonably likely to be incurred in connection with the discharge of this Indenture, the liquidation of the Collateral and the dissolution of the Issuer, as reasonably certified by the Collateral Manager or the Issuer, based in

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part on expenses incurred by the Trustee, custodian and Note Administrator and reported to the Collateral Manager.

“Dodd-Frank”: The Dodd Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.

“Dollar”, “U.S. $” or “$”: A U.S. dollar or other equivalent unit in Cash.

“Due Period”: With respect to any Payment Date, the period commencing on the day immediately succeeding the second preceding Determination Date (or commencing on and excluding the Closing Date, in the case of the Due Period relating to the first Payment Date) and ending on and including the Determination Date immediately preceding such Payment Date.

“EHRI”: Any interest in the Issuer that satisfies the definition of “eligible horizontal residual interest” in the U.S. Credit Risk Retention Rules. As of the Closing Date, the Income Notes shall constitute the EHRI.

“Eligibility Criteria”: The criteria set forth below with respect to any Collateral Interest acquired by the Issuer after the Closing Date, compliance with which is required immediately after giving effect to such acquisition and shall be evidenced by an Officer’s Certificate of the Issuer (or the Collateral Manager on its behalf) delivered to the Trustee and Note Administrator as of the date of such acquisition:

(i)it is a Mortgage Loan, a Combined Loan, an A Note or a Senior Participation in a Mortgage Loan, a Combined Loan or an A Note, that is secured by a Multi-Family Property (including any Student Housing Property), Industrial Property or Self-Storage Property;

(ii)the aggregate Principal Balance of the Collateral Interests secured by properties that are of the following types are subject to limitations as follows: (a) Industrial Properties does not exceed 75.0% of the Aggregate Outstanding Portfolio Balance, (b) Self -Storage Properties does not exceed 10.0% of the Aggregate Outstanding Portfolio Balance and (c) Student Housing Properties does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance (it being understood that, for all purposes hereof, no concentration limitation will apply with respect to Multi-Family Properties other than Student Housing Properties);

(iii) the obligor is incorporated or organized under the laws of, and the Collateral Interest is secured by property located in, the United States;

(iv) it provides for monthly payments of interest at a floating rate that is (a) a SOFR-based rate, (b) materially consistent with the ARRC fallback language or (c) acceptable to the Rating Agencies;

(v)it has a Moody’s Rating;

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(vi)it has a maturity date, assuming the exercise of all extension options (if any) that are exercisable at the option of the related borrower under the terms of such Collateral Interest, that is not more than five years from the date of acquisition (which, in the case of newly originated loans, will be calculated without regard to the initial stub interest period);

(vii)it is not an Equity Interest;

(viii)the Collateral Manager has determined that it has an As-Stabilized LTV that is not greater than (i) in the case of Collateral Interests secured by Multi-Family Properties, other than Student Housing Properties, 80.0%, and (ii) in the case of Collateral Interests secured by Student Housing Properties, Industrial Properties and Self-Storage Properties, 75.0%;

(ix)the Collateral Manager has determined that it has an U/W Stabilized NCF Debt Yield that is not less than (i) in the case of Collateral Interests secured by Multi-Family Properties (other than Student Housing Properties), 7.0%, (ii) in the case of Collateral Interests secured by Industrial Properties and Student Housing Properties, 7.5% and (iii) in the case of Collateral Interests secured by Self Storage Properties, 8.0%;

(x)the Principal Balance of such Collateral Interest (plus any previously-acquired participation interests or A notes in the same underlying Loan, excluding any participation interests or A notes that were included as part of the Cut-off Date Collateral Interests) is not greater than $100,000,000;

(xi)(A) the Weighted Average Life of the Collateral Interests, assuming the exercise of all contractual extension options (if any) that are exercisable by the borrower under each Collateral Interest, is less than or equal to 5.5 years from the Closing Date (for the avoidance of doubt, such threshold will be reduced by the time that has passed from the Closing Date to such Measurement Date);

(B) the Weighted Average Spread of the Collateral Interests is not less than 2.35%;

(C) the aggregate Principal Balance of Collateral Interests secured by Mortgaged Properties located in (a) California, New York, Texas or Florida is (in each case) no more than 40.0% of the Aggregate Outstanding Portfolio Balance, (b) Washington D.C. is no more than 20.0% of the Aggregate Outstanding Portfolio Balance and (c) any other state is (in each case) no more than 25.0% of the Aggregate Outstanding Portfolio Balance; and

(D) the Herfindahl Score is greater than or equal to 14.0;

(xii)the weighted average Moody’s Rating Factor (weighted by Principal Balance of the Collateral Interests) for all Collateral Interests immediately after giving effect to such acquisition is not greater than 5,000;

(xiii)a No Downgrade Confirmation has been received from Fitch with respect to the acquisition of such Collateral Interest except that such confirmation will not be

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required with respect to the acquisition of a Participation or an A Note if (a) the Issuer already owns a Partitioned Collateral Interest in the same underlying Partitioned Loan, and (b) the principal balance of the Participation or A Note being acquired is $1,000,000 or less;

(xiv)the sum of the Principal Balance of such Collateral Interest and the Principal Balance of all Collateral Interests that have the same guarantor or an affiliated guarantor does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance;

(xv)it will not require the Issuer to make any future payments after the Issuer’s purchase thereof unless the aggregate amount of such future funding obligations is deposited into a segregated account established and held by the Issuer;

(xvi)if it is a Collateral Interest with a related Future Funding Participation:

(A)the Future Funding Indemnitor has Segregated Liquidity (evidenced by a certification) in an amount at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate and (ii) the Two Quarter Future Advance Estimate for the immediately following two calendar quarters (based on the Future Funding Amounts for all outstanding Future Funding Participations related to the Collateral Interests);

(B)except with respect to the Ares Student Housing Portfolio Crossed Loans, the NYC Townhouse Facility 1.0 Portfolio or any similarly structured Loan, the maximum principal amount of all Future Funding Participations with respect to all Collateral Interests does not exceed 25.0% of the Aggregate Outstanding Portfolio Balance; and

(C)except with respect to the Ares Student Housing Portfolio Crossed Loans, the NYC Townhouse Facility 1.0 Portfolio or any similarly structured Loan, the maximum principal amount of the related Future Funding Participation does not exceed 35.0% of the maximum commitment amount (including all related funded and unfunded senior Companion Interests) of the related Loan;

(xvii)if it is a Combined Loan or a Partitioned Collateral Interest that is an interest in a Combined Loan, (a) the related Mortgage Loan contains a requirement that any principal repayment of the Mortgage Loan must be accompanied by a pro rata principal repayment (based on Principal Balance) of the related Mezzanine Loan, (b) the related Mortgage Loan and the related Mezzanine Loan are cross-defaulted and (c) the related Mortgage Loan does not permit the related borrower to incur additional debt secured by the related Mortgaged Property or the equity in the related borrower;

(xviii)it is not prohibited under its Loan Documents from being purchased by the Issuer and pledged to the Trustee;

(xix)it is not currently, and has not recently been, the subject of any request by the borrower to amend, modify or waive any provision of any of the related Loan Documents in such a manner that would adversely affect the performance of such Loan;

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(xx)it is not a Credit Risk Collateral Interest;

(xxi)it is not a Defaulted Collateral Interest (as determined by the Collateral Manager after reasonable inquiry);

(xxii)it is not a ground up construction loan;

(xxiii)it is Dollar denominated and may not be converted into an obligation payable in any other currencies;

(xxiv)if such Collateral Interest is a Senior Participation or an A Note, it does not have “buy/sell” rights as a dispute resolution mechanism;

(xxv)it provides for the repayment of principal at not less than par no later than upon its maturity or upon redemption, acceleration or its full prepayment;

(xxvi)it is serviced pursuant to the Servicing Agreement or it is serviced by an Accepted Loan Servicer pursuant to a commercial mortgage servicing arrangement that includes the servicing provisions substantially similar to those that are standard in commercial mortgage-backed securities transactions;

(xxvii)(a) it is purchased from the Seller, the Sponsor, or a wholly-owned subsidiary of the Sponsor, and (b) the requirements set forth in this Indenture regarding the representations and warranties with respect to such Collateral Interest and the underlying mortgaged property (as applicable) have been met (subject to such exceptions as are reasonably acceptable to the Collateral Manager);

(xxviii) if it is a participation interest, the related Participating Institution is (and any “qualified transferee” is required to be) any of (1) a “special-purpose entity” or a “qualified institutional lender” as such terms are typically defined in the Loan Documents related to participations; (2) an entity (or a wholly-owned subsidiary of an entity) that has (y) a long-term unsecured debt rating from Moody’s of “A3” or higher, and (z) a long-term unsecured debt rating from Fitch of “A-” or higher (3) a securitization trust, a collateralized loan obligation issuer or a similar securitization vehicle, or (4) a special purpose entity that is 100% directly or indirectly owned by the Sponsor, for so long as the separateness provisions of its organizational documents have not been amended (unless the Rating Agency Condition was satisfied in connection with such amendment), and if any Participating Institution is not the Issuer, the related Loan Documents will be held by a third party custodian;

(xxix) its acquisition will be in compliance with Section 206 of the Advisers Act;

(xxx)its acquisition, ownership, enforcement and disposition will not cause the Issuer to fail to be a Qualified REIT Subsidiary or other disregarded entity of a REIT;

(xxxi)its acquisition would not cause the Issuer or the pool of Collateral Interests to be required to register as an investment company under the 1940 Act; and if the borrowers with respect to the Collateral Interest are excepted from the definition of an

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“investment company” solely by reason of Section 3(c)(1) of the 1940 Act, then either (x) such Collateral Interest does not constitute a “voting security” for purposes of the 1940 Act or (y) the aggregate amount of such Collateral Interest held by the Issuer is less than 10% of the entire issue of such Collateral Interest;

(xxxii)it does not provide for any payments which are or will be subject to deduction or withholding for or on account of any withholding or similar tax (other than withholding on amendment, modification and waiver fees, late payment fees, commitment fees, exit fees, extension fees or similar fees), unless the borrower under such Collateral Interest is required to make “gross up” payments that ensure that the net amount actually received by the Issuer (free and clear of taxes) will equal the full amount that the Issuer would have received had no such deduction or withholding been required;

(xxxiii) after giving effect to its acquisition, together with the acquisition of any other Collateral Interests to be acquired (or as to which a binding commitment to acquire was entered into) on the same date, the aggregate Principal Balance of Collateral Interests held by the Issuer that are EU/UK Retention Holder Originated Collateral Interests is in excess of 50.0% of the aggregate Principal Balance of Collateral Interests held by the Issuer; and

(xxxiv) it is not acquired for the primary purpose of recognizing gains or decreasing losses resulting from market value changes;

provided, however, that (A) any Funded Companion Participation or Pari Passu Companion Note related to a Collateral Interest that is already owned by the Issuer will not be required to satisfy clauses (viii) and (ix) above, (B) for purposes of clauses (ii), (xi), (xii), (xiv) and (xvi)(B) above, if the acquisition of such Collateral Interest would improve compliance with the applicable concentration limits after giving effect to such acquisition, then such Eligibility Criteria will be deemed to have been satisfied, and (C) any determination of a percentage pursuant to the Eligibility Criteria (except for the Weighted Average Spread of all Collateral Interests) will be rounded to the nearest 1/10th of one percent.

“Eligible Account”: Either (a) an account or accounts maintained (a) with a federal or state chartered depository institution or trust company or an account or (b) accounts maintained with the Securities Intermediary, for so loan as such federal or state chartered depository institution, or the clearing entity used by the Securities Intermediary with respect to such account or accounts, in each case, has (1) long-term senior unsecured debt obligations rated at least “Aa3” by Moody’s and “A” by Fitch and (2) short-term debt obligations rated at least equal to “P-1” by Moody’s and “F1” by Fitch or, in the case of (1) and (2), such other rating as confirmed by a No Downgrade Confirmation by the Rating Agencies or (b) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity; provided that (i) any such institution or trust company has long-term senior unsecured debt obligations rated at least “Baa1” by Moody’s and “BBB+” by Fitch or such other rating as confirmed by a No Downgrade Confirmation by the Rating Agencies, and a capital surplus of at least U.S.$200,000,000 and (ii) any such account is subject

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to fiduciary funds on deposit regulations (or internal guidelines) substantially similar to 12 C.F.R. § 9.10(b).

“Eligible Investments”: Any Dollar-denominated investment, the maturity for which corresponds to the Issuer’s expected or potential need for funds, that, at the time it is Granted to the Trustee (directly or through a Securities Intermediary or bailee) is Registered and is one or more of the following obligations or securities:

(i) direct obligations of, and obligations the timely payment of principal of and interest on which is fully and expressly guaranteed by, the United States, or any agency or instrumentality of the United States, the obligations of which are expressly backed by the full faith and credit of the United States;

(ii) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by, any depository institution or trust company incorporated under the laws of the United States or any state thereof or the District of Columbia (including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; provided that such successor otherwise meets the criteria specified herein) and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment has (1) in the case of long-term senior unsecured debt obligations, a long-term senior unsecured debt rating of not less than “Aa3” by Moody’s and “A” by Fitch and (2) in the case of short-term debt obligations, a short-term debt rating of not less than (x) “P-1” by Moody’s and (y) “F1” by Fitch for maturities less than 90 days or “F1+” for maturities greater than 90 days;

(iii) unleveraged repurchase or forward purchase obligations with respect to (a) any security described in clause (i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above (including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; provided that such Person otherwise meets the criteria specified herein) or entered into with a corporation (acting as principal) that has (1) in the case of long-term senior unsecured debt obligations, a long-term senior unsecured debt rating of not less than “Aa3” by Moody’s and “A” by Fitch and (2) in the case of short-term debt obligations, a short-term debt rating of not less than (x) “P-1” by Moody’s and (y) “F1” by Fitch for maturities less than 90 days or “F1+” for maturities greater than 90 days;

(iv) a reinvestment agreement issued by any bank (if treated as a deposit by such bank) that has a short-term credit rating of not less than “P-1” by Moody’s; provided that the issuer thereof must also have at the time of such investment (1) in the case of long-term senior unsecured debt obligations, a long-term senior unsecured debt rating of not less than “Aa3” by Moody’s and “A” by Fitch and (2) in the case of short-term debt obligations, a short-term debt

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rating of not less than (x) “P-1” by Moody’s and (y) “F1” by Fitch for maturities less than 90 days or “F1+” for maturities greater than 90 days;

(v) any money market fund and those managed or advised by the Note Administrator or its Affiliates) that maintain a constant asset value and that are rated “Aaa-mf” by Moody’s and “AAAmmf” by Fitch; and

(vi) any other investment similar to those described in clauses (i) through (v) above that (1) Moody’s has confirmed may be included in the portfolio of Collateral Interests as an Eligible Investment without adversely affecting its then-current ratings on the Notes and (2) has (A) in the case of long-term senior unsecured debt obligations, a long-term senior unsecured debt rating of not less than “Aa3” by Moody’s and “A” by Fitch and (B) in the case of short-term debt obligations, a short-term debt rating of not less than (x) “P-1” by Moody’s and (y) “F1” by Fitch for maturities less than 90 days or “F1+” for maturities greater than 90 days;

provided that mortgage-backed securities and interest only securities shall not constitute Eligible Investments; provided, further, that (a) Eligible Investments acquired with funds in the Collection Account shall include only such obligations or securities as mature no later than three (3) Business Days prior to the next Payment Date succeeding the acquisition of such obligations or securities, (b) Eligible Investments shall not include obligations bearing interest at inverse floating rates, (c) Eligible Investments shall be treated as indebtedness for U.S. federal income tax purposes and such investment shall not cause the Issuer to fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes, (d) Eligible Investments shall not be subject to deduction or withholding for or on account of any withholding or similar tax, unless the payor is required to make “gross up” payments that ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required, (e) Eligible Investments shall not be purchased for a price in excess of par and (f) Eligible Investments shall not include margin stock. Eligible Investments may be purchased from the Trustee and its Affiliates so long as the Trustee has a capital and surplus of at least U.S.$ 200,000,000 and has a long-term senior unsecured credit rating of at least “Baa1” by Moody’s, and may include obligations for which the Trustee or an Affiliate thereof receives compensation for providing services.

“Entitlement Order”: The meaning specified in Section 8-102(a)(8) of the UCC.

“Equity Interest”: A security or other interest that does not entitle the holder thereof to receive periodic payments of interest and one or more installments of principal, including (i) any bond or note or similar instrument that is by its terms convertible into or exchangeable for an equity interest, (ii) any bond or note or similar instrument that includes warrants or other interests that entitle its holder to acquire an equity interest, or (iii) any other similar instrument that would not entitle its holder to receive periodic payments of interest or a return of a residual value.

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“ERISA”: The United States Employee Retirement Income Security Act of 1974, as amended.

“EU Reporting Administrator”: The meaning specified in the Servicing Agreement.

“EU Securitization Rules”: The meaning specified in the EU/UK Risk Retention Letter.

“EU Transparency Requirements”: The meaning specified in the Servicing Agreement.

“EU/UK Retention Holder”: INCREF Investments, in its capacity as such under the EU/UK Risk Retention Letter.

“EU/UK Retention Holder Originated Collateral Interest”: The meaning specified in the EU/UK Risk Retention Letter.

“EU/UK Risk Retention Letter”: That certain risk retention letter delivered by INCREF Investments and the Retention Holder to the Issuer, Trustee, the Note Administrator, the Collateral Manager and the Placement Agents, dated May 7, 2025.

“Euroclear”: Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“Event of Default”: The meaning specified in Section 5.1 hereof.

“Exchange Act”: The Securities Exchange Act of 1934, as amended.

“Exchange Collateral Interest”: The meaning specified in Section 12.1(b)(ii) hereof.

“Expected Principal Balance”: With respect to a Delayed Close Collateral Interest, the amount set forth in the column marked “Collateral Interest Cut-off Date Balance or Expected Principal Balance ($)” on Schedule A.

“Expense Reserve Account”: The account established pursuant to Section 10.5(a) hereof.

“Expense Year”: (i) For the first year, the period commencing on the Closing Date and ending on next January Payment Date and (ii) thereafter, each 12-month period commencing on the Business Day following a January Payment Date and ending on the following January Payment Date.

“FATCA”: Sections 1471 through 1474 of the Code, the treasury regulations promulgated thereunder, and any related provisions of law, court decisions, administrative guidance or agreements with any taxing authority (or laws thereof) in respect thereof.

“Financial Asset”: The meaning specified in Section 8-102(a)(9) of the UCC.

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“Financing Statements”: Financing statements relating to the Collateral naming the Issuer, as debtor, and the Trustee, on behalf of the Secured Parties, as secured party.

“Fitch”: Fitch Ratings, Inc. or any successor in interest thereto.

“Funded Companion Participation”: With respect to each Collateral Interest that is a Participation, each related fully funded participation or companion note which is not an asset of the Issuer and is not part of the Collateral.

“Future Funding Agreement”: The meaning specified in the Servicing Agreement.

“Future Funding Amount”: With respect to any Future Funding Participation, the amount of the unfunded portion thereof.

“Future Funding Indemnitor”: INCREF Investments, and its successors in interest.

“Future Funding Participation”: With respect to each Collateral Interest that is a Participation, the related unfunded future funding participation, which is not owned by the Issuer.

“Future Funding Reserve Account”: The meaning specified in the Servicing Agreement.

“GAAP”: The meaning specified in Section 6.3(k) hereof.

“General Intangible”: The meaning specified in Section 9-102(a)(42) of the UCC.

“Global Notes”: The Rule 144A Global Notes, Temporary Regulation S Global Notes and the Regulation S Global Notes.

“Governing Documents”: With respect to (i) the Issuer, the limited liability company agreement of the Issuer, as amended and restated and/or supplemented and in effect from time to time and (ii) all other Persons, the articles of incorporation, certificate of incorporation, by-laws, certificate of limited partnership, limited partnership agreement, limited liability company agreement, certificate of formation, articles of association and similar charter documents, as applicable to any such Person.

“Government Items”: A security (other than a security issued by the Government National Mortgage Association) issued or guaranteed by the United States of America or an agency or instrumentality thereof representing a full faith and credit obligation of the United States of America and, with respect to each of the foregoing, that is maintained in book-entry form on the records of a Federal Reserve Bank.

“Grant”: To grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Collateral or of any other security or

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instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate continuing right to claim, collect, receive and take receipt for principal and interest payments in respect of the Collateral (or any other security or instrument), and all other amounts payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Herfindahl Score”: On any date of determination, the quotient of (i) one divided by (ii) the sum of the series of products obtained for each Collateral Interest and Principal Proceeds (whether held as cash or Eligible Investments), determined by squaring the quotient of (x) the Principal Balance of each such Collateral Interest (or in the case of Principal Proceeds in increments of $10,000,000) divided by (y) the Aggregate Outstanding Portfolio Balance.

“Holder” or “Noteholder”: With respect to any Note, the Person in whose name such Note is registered in the Notes Register.

“IAI”: An institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under Regulation D under the Securities Act or an entity in which all of the equity owners are such “accredited investors.”

“Income Note Components”: The meaning specified in Section 2.17(a) hereof.

“Income Noteholder”: Any holder on any amount of the Income Notes.

“Income Notes”: The Income Notes due 2042, issued by the Issuer pursuant to this Indenture.

“INCREF Investments”: Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership.

“INCREF Sub-REIT”: INCREF Sub-REIT LLC, a Delaware incorporated company that is a real estate investment trust.

“Indenture”: This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended.

“Indenture Accounts”: The Payment Account, the Reinvestment Account, the Unused Proceeds Account, the Expense Reserve Account and the Custodial Account.

“Independent”: As to any Person, any other Person (including, in the case of an accountant, or lawyer, a firm of accountants or lawyers and any member thereof or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of

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such Person, and (ii) is not connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions. “Independent” when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Ethics of the American Institute of Certified Public Accountants.

Whenever any Independent Person’s opinion or certificate is to be furnished to the Trustee or Note Administrator such opinion or certificate shall state, or shall be deemed to state, that the signer has read this definition and that the signer is Independent within the meaning hereof.

“Industrial Property”: A real property comprised (wholly or partially) of industrial space (including mixed-use property) as to which the majority of the underwritten revenue is from industrial space.

“Initial Principal Proceeds Deposit”: The meaning specified in the Collateral Interest Purchase Agreement.

“Inquiry”: The meaning specified in Section 10.13(a) hereof.

“Instrument”: The meaning specified in Section 9-102(a)(47) of the UCC.

“Interest Accrual Period”: With respect to the Notes and (i) the first Payment Date, the period from and including the Closing Date to and including May 18, 2025 and (ii) with respect to each successive Payment Date, the period commencing on (and including) the nineteenth (19th) day of each calendar month prior to such Payment Date and ending on (and including) the eighteenth (18th) day of the calendar month in which such Payment Date occurs.

“Interest Advance”: The meaning specified in Section 10.7(a) hereof.

“Interest Coverage Ratio”: As of any Measurement Date, the number (expressed as a percentage) calculated by dividing:

(a) (i) the sum of (A) the expected scheduled interest payments due (in each case regardless of whether the due date for any such interest payment has yet occurred) in the Due Period in which such Measurement Date occurs on (x) the Collateral Interests (excluding, subject to clause (3) of the last paragraph in this definition, accrued and unpaid interest on Defaulted Collateral Interests and any REO Proceeds allocated to interest); provided that no interest (or dividends or other distributions) will be included with respect to any Collateral Interest to the extent that such Collateral Interest does not provide for the scheduled payment of interest (or dividends or other distributions) in Cash and (y) the Eligible Investments held in the Accounts (whether purchased with Interest Proceeds or Principal Proceeds), plus (B) Interest Advances, if any, advanced by the Advancing Agent, the Backup Advancing Agent or the Trustee, with respect to the related Payment Date, plus (c) solely up to an amount that would provide for interest on Principal Proceeds held in the Reinvestment Account at a rate equal to the Benchmark

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plus a spread of 2.35%, any Cash and Eligible Investments contributed by the Retention Holder, as holder of 100% of the Income Notes, pursuant to the terms of this Indenture, and designated as “Interest Proceeds” by the Retention Holder, plus (d) the Closing Date Deposit, minus (ii) any amounts scheduled to be paid pursuant to Section 11.1(a)(i)(1) through (4) (other than any Collateral Manager Fees that the Collateral Manager has agreed to waive in accordance with this Indenture and the Collateral Management Agreement); by

(b) the sum of (i) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such Measurement Date, plus (ii) any Class A Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (iii) the scheduled interest on the Class A-S Notes payable on the Payment Date immediately following such Measurement Date, plus (iv) any Class A-S Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (v) the scheduled interest on the Class B Notes payable on the Payment Date immediately following such Measurement Date, plus (vi) any Class B Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (vii) the scheduled interest on the Class C Notes payable on the Payment Date immediately following such Measurement Date, plus (viii) any Class C Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (ix) any Class C Deferred Interest payable on the Payment Date immediately following such Measurement Date, plus (x) the scheduled interest on the Class D Notes payable on the Payment Date immediately following such Measurement Date, plus (xi) any Class D Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (xii) any Class D Deferred Interest payable on the Payment Date immediately following such Measurement Date, plus (xiii) the scheduled interest on the Class E Notes payable on the Payment Date immediately following such Measurement Date, plus (xiv) any Class E Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (xv) any Class E Deferred Interest payable on the Payment Date immediately following such Measurement Date.

For purposes of calculating any Interest Coverage Ratio, (1) the expected interest income on the Collateral Interests and Eligible Investments and the expected interest payable on the Offered Notes shall be calculated using the interest rates applicable thereto on the applicable Measurement Date, (2) accrued original issue discount on Eligible Investments shall be deemed to be a scheduled interest payment thereon due on the date such original issue discount is scheduled to be paid, (3) there shall be excluded all scheduled or deferred payments of interest on or principal of Collateral Interests and any payment that the Collateral Manager has determined in its reasonable judgment will not be made in Cash or received when due and (4) with respect to any Collateral Interest as to which any interest or other payment thereon is subject to withholding tax of any relevant jurisdiction, each payment thereon shall be deemed to be payable net of such withholding tax unless the related borrower is required to make additional payments to fully compensate the Issuer for such withholding taxes (including in respect of any such additional payments).

“Interest Coverage Test”: The test that will be met as of any Measurement Date during the Ramp-Up Acquisition Period and any Measurement Date on which any Offered Notes remain

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Outstanding if the Interest Coverage Ratio as of such Measurement Date is equal to or greater than 120.00%.

“Interest Distribution Amount”: Each of the Class A Interest Distribution Amount, the Class A-S Interest Distribution Amount, the Class B Interest Distribution Amount, the Class C Interest Distribution Amount, the Class D Interest Distribution Amount, the Class E Interest Distribution Amount, the Class F Interest Distribution Amount and the Class G Interest Distribution Amount.

“Interest Proceeds”: With respect to any Payment Date, (A) the sum (without duplication) of:

(1) all Cash payments of interest (including any deferred interest and any amount representing the accreted portion of a discount from the face amount of a Collateral Interest or an Eligible Investment) or other distributions (excluding Principal Proceeds) received during the related Due Period on all Collateral Interests other than (i) Defaulted Collateral Interests and (ii) REO Properties (net of any fees and other compensation and reimbursement of expenses and Servicing Advances and interest thereon (but not net of amounts payable pursuant to any indemnification provisions)) to which the Servicer or the Special Servicer are entitled pursuant to the terms of the Servicing Agreement (and, (x) net of any amounts advanced by a holder of a Companion Interest pursuant to the terms of the related Partition Agreement to which the holder of such Companion Interest is entitled to reimbursement and (y) with respect to each Non-Serviced Loan, net of amounts payable to the related Non-Serviced Servicer and Non-Serviced Special Servicer) and Eligible Investments, including, in the Collateral Manager’s commercially reasonable discretion (exercised as of the trade date), the accrued interest received in connection with a sale of such Collateral Interests or Eligible Investments (to the extent such accrued interest was not applied to the purchase of Subsequent Collateral Interests), in each case, excluding any accrued interest included in Principal Proceeds pursuant to clause (3) or (4) of the definition of Principal Proceeds and excluding any origination fees, which will be retained by the Seller and will not be assigned to the Issuer;

(2) all make whole premiums, spread maintenance, yield maintenance or prepayment premiums or any interest amount paid in excess of the stated interest amount of a Collateral Interest received during the related Due Period;

(3) all amendment, modification and waiver fees, late payment fees (in each case, to the extent not paid to the Servicer or the Special Servicer as additional servicing compensation), extension fees and other fees and commissions received by the Issuer during such Due Period in connection with such Collateral Interests and Eligible Investments;

(4) those funds in the Expense Reserve Account designated as Interest Proceeds by the Issuer (or the Collateral Manager on its behalf) pursuant to Section 10.5(a);

(5) all funds remaining on deposit in the Expense Reserve Account upon the redemption of the Notes in whole;

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(6) Interest Advances, if any, advanced by the Advancing Agent, the Backup Advancing Agent or the Trustee;

(7) all Cash payments corresponding to accrued original issue discount on Eligible Investments;

(8) any interest payments received in Cash by the Issuer during the related Due Period on any asset held by an Issuer Subsidiary that is not a Defaulted Collateral Interest;

(9) all payments of principal on Eligible Investments purchased with any other Interest Proceeds;

(10) Cash and Eligible Investments contributed by the Retention Holder or an affiliate thereof, so long as the Retention Holder or an Affiliate that is 100% owned by INCREF Sub-REIT and a “disregarded entity” for U.S. federal income tax purposes continues to hold 100% of the Income Notes and 100% of the Membership Interests, pursuant to the terms of this Indenture and designated as “Interest Proceeds” by the Collateral Manager;

(11) all other cash payments received with respect to the Collateral Interests to the extent such proceeds are designated “Interest Proceeds” by the Collateral Manager in its sole discretion with notice evidenced by an Officer’s Certificate to the Trustee and the Note Administrator on or before the related Determination Date; and

(12) for the first Payment Date only, cash contributed by the Retention Holder constituting the Closing Date Deposit;

minus (B) the aggregate amount of any Nonrecoverable Interest Advances that were previously reimbursed to the Advancing Agent, the Backup Advancing Agent or the Trustee;

provided that Interest Proceeds will in no event include any payment or proceeds specifically defined as “Principal Proceeds” in the definition thereof.

“Interest Shortfall”: The meaning specified in Section 10.7(a) hereof.

“Interested Person” means the Servicer, the Special Servicer, the Collateral Manager (including any entity managed by the Collateral Manager), any independent contractor engaged by the Special Servicer or the Collateral Manager, or, in connection with any individual Loan, the borrower, the manager of the related Mortgaged Property, the holder of a related mezzanine loan, companion participation or subordinated mortgage loan, or any affiliate of any of the foregoing entities.

“Investor Certification”: A certificate, substantially in the form of Exhibit I-1 or Exhibit I-2 hereto, representing that such Person executing the certificate is a Noteholder, a beneficial owner of a Note or a prospective purchaser of a Note and that either (a) such Person is not an agent of, or an investment advisor to, any borrower or Affiliate of any borrower under a Mortgage Loan, in which case such person will have access to all the reports and information

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made available to Noteholders under this Indenture, or (b) such Person is an agent or Affiliate of, or an investment advisor to, any borrower under a Mortgage Loan, in which case such person will only receive access to the Monthly Report (and to any documents, reports and information posted pursuant to the Servicing Agreement in connection with the EU Transparency Requirements to which it has access in accordance with the Servicing Agreement). The Investor Certification may be submitted electronically by means of the Note Administrator’s Website.

“Investor Q&A Forum”: The meaning specified in Section 10.13(a) hereof.

“ISDA Definitions”: The 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment”: The spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate”: The rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Issuer”: INCREF 2025-FL1 LLC, a limited liability company formed under the laws of the State of Delaware, until a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.

“Issuer Managers”: The managers of the Issuer duly appointed by the sole member of the Issuer or otherwise (or, if there is only one manager of the Issuer so duly appointed, such sole manager).

“Issuer Order” and “Issuer Request”: A written order or request (which may be in the form of a standing order or request) dated and signed in the name of the Issuer by an Authorized Officer of the Issuer, or by an Authorized Officer of the Collateral Manager on behalf of the Issuer. For the avoidance of doubt, an order or request provided in an email (or other electronic communication) sent by an Authorized Officer of the Issuer or Collateral Manager, as applicable, shall constitute an Issuer Order, in each case except to the extent that the Trustee or Note Administrator reasonably requests otherwise.

“Issuer Subsidiary”: A Permitted Subsidiary or an REO Subsidiary.

“Junior Companion Interest”: A Junior Companion Note or Junior Companion Participation, as applicable.

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“Junior Companion Note”: With respect to an A Note, any related promissory note that is subordinate to such A Note, is made to the related Obligor pursuant to the same loan agreement and is secured by the same mortgage as such A Note.

“Junior Companion Participation”: With respect to any Participation, any related Companion Participation that is junior to such Participation.

“Junior Participations”: Any junior participation interests (or B Notes) in a Mortgage Loan in which a related Senior Participation is a Collateral Interest that has been acquired by the Issuer.

“Largest One Quarter Future Advance Estimate”: The meaning specified in the Servicing Agreement.

“Liquidation Fee”: The meaning specified in the Servicing Agreement.

“Loan Documents”: The indenture, loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender agreement or other agreement pursuant to which a Collateral Interest or an Eligible Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Collateral Interest or an Eligible Investment or of which holders of such Collateral Interest or an Eligible Investment are the beneficiaries.

“Loans”: All of the Mortgage Loans and Combined Loans.

“Loss Value Payment”: The meaning specified in the Collateral Interest Purchase Agreement.

“Majority”: (A) With respect to any Class of Notes, the Holders of more than 50% of the Aggregate Outstanding Amount of the Notes of such Class and (B) with respect to all the Notes, the Holders of more than 50% of the Aggregate Outstanding Amount of all of the Notes.

“Majority Income Noteholder”: The holders of at least a majority of the aggregate liquidation preference of outstanding Income Notes.

“Material Breach”: With respect to each Collateral Interest, the meaning specified in the Collateral Interest Purchase Agreement.

“Material Document Defect”: With respect to each Collateral Interest, the meaning specified in the Collateral Interest Purchase Agreement.

“Maturity”: With respect to any Note, the date on which the unpaid principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity Date or by declaration of acceleration or otherwise.

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“Measurement Date”: Any of the following: (i) the Closing Date, (ii) the date of acquisition or disposition of any Collateral Interest, (iii) any date on which any Collateral Interest becomes a Defaulted Collateral Interest, (iv) each Determination Date and (v) with reasonable notice to the Issuer, the Collateral Manager and the Note Administrator, any other Business Day that any Rating Agency or the Holders of at least 66-⅔% of the Aggregate Outstanding Amount of any Class of Notes requests be a “Measurement Date”; provided that if any such date would otherwise fall on a day that is not a Business Day, the relevant Measurement Date will be the immediately preceding Business Day.

“Membership Interests”: The limited liability company interests of the Issuer.

“Minnesota Collateral”: The meaning specified in Section 3.3(b)(iii) hereof.

“Modified Collateral Interest”: Any Collateral Interest for which the related Loan is a Modified Loan.

“Modified Loan”: (i) A Serviced Loan that has been modified, other than pursuant to an Administrative Modification or a Criteria-Based Modification, by the Special Servicer pursuant to the Servicing Agreement in a manner that:

(a) except as expressly contemplated by the related Loan Documents, reduces or delays in a material and adverse manner the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current monthly payments with respect to such Loan);

(b) except as expressly contemplated by the related Loan Documents, or except for releases of unimproved parcels that were not attributed material credit in connection with underwriting at origination, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value (as is), as determined by an appraisal or an Updated Appraisal delivered to the Special Servicer (at the expense of the related borrower and upon which the Special Servicer may conclusively rely), of the property to be released; or

(c) in the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Loan or reduces the likelihood of timely payment of amounts due thereon; and

(ii) a Non-Serviced Loan that is a “Modified Loan” (or similar term) under the related Non-Serviced Servicing Agreement.

“Monthly Report”: The meaning specified in Section 10.9(a) hereof.

“Moody’s”: Moody’s Investors Service, Inc., and its successor in interest.

“Moody’s Rating”: With respect to any Collateral Interest, the private credit assessment assigned to such Collateral Interest by Moody’s for the Issuer.

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“Moody’s Rating Factor”: With respect to any Collateral Interest, the number set forth in the table below opposite the Moody’s Rating of such Collateral Interest:


Moody’s Rating	Moody’s Rating Factor	Moody’s Rating	Moody’s Rating Factor
Aaa	1	Ba1	940
Aa1	10	Ba2	1,350
Aa2	20	Ba3	1,766
Aa3	40	B1	2,220
A1	70	B2	2,720
A2	120	B3	3,490
A3	180	Caa1	4,770
Baa1	260	Caa2	6,500
Baa2	360	Caa3	8,070
Baa3	610	Ca or lower	10,000

“Moody’s Recovery Rate”: With respect to each Collateral Interest, the rate specified in the table set forth below with respect to the property type of the related Mortgaged Property or Mortgaged Properties:


Property Type			Moody’s Recovery Rate
Industrial and Multi-Family (including Student Housing)			60%
Self-Storage			55%
All other property types			40%

“Morgan Stanley”: Morgan Stanley & Co. LLC.

“Mortgage Loan”: Any whole loan (but not a participation interest in a mortgage loan) secured by a first mortgage lien on a commercial property or multifamily property.

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“Mortgaged Property”: With respect to any Mortgage Loan, the commercial and/or multifamily mortgaged property or properties securing such Mortgage Loan.

“Multi-Family Property”: A real property comprised of five (5) or more residential rental units (including mixed-use multifamily/office and multi-family/retail properties and student housing properties) as to which the majority of the underwritten revenue is from residential rental units.

“Net Outstanding Portfolio Balance”: On any Measurement Date, the sum (without duplication) of:

(i) the aggregate Principal Balance of the Collateral Interests (other than Modified Collateral Interests and Defaulted Collateral Interests);

(ii) the aggregate Principal Balance of all Principal Proceeds held as Cash or Eligible Investments and all Cash and Eligible Investments held in the Reinvestment Account and the Unused Proceeds Account; and

(iii) with respect to each Defaulted Collateral Interest or Modified Collateral Interest, the Calculation Amount of such Collateral Interest;

provided, however, that (a) with respect to each Collateral Interest acquired at a purchase price that is less than 95% of the outstanding Principal Balance of such Collateral Interest, the “Principal Balance” of such Collateral Interest will be the lesser of the purchase price and the amount determined pursuant to clause (iii) above, if applicable, for purposes of computing the Net Outstanding Portfolio Balance, (b) with respect to each Defaulted Collateral Interest that has been owned by the Issuer for more than three years after becoming a Defaulted Collateral Interest, the Principal Balance of such Defaulted Collateral Interest will be zero for purposes of computing the Net Outstanding Portfolio Balance, (c) in the case of a Collateral Interest subject to a Credit Risk/Defaulted Collateral Interest Cash Purchase or an exchange for an Exchange Collateral Interest, the Collateral Manager will have 45 days to exercise such purchase or exchange and during such period such Collateral Interest will not be treated as a Defaulted Collateral Interest for purposes of computing the Net Outstanding Portfolio Balance and (d) any Collateral Interest with respect to which the related Mortgaged Property has become an REO Property shall be treated as a Defaulted Collateral Interest for purposes of computing the Net Outstanding Portfolio Balance.

“No Downgrade Confirmation”: A confirmation from a Rating Agency that any proposed action, or failure to act or other specified event will not, in and of itself, result in the downgrade or withdrawal of the then-current rating assigned to any Class of Rated Notes then rated by such Rating Agency; provided that if the Requesting Party receives a written waiver or acknowledgment indicating its decision not to review the matter for which the No Downgrade Confirmation is sought, then the requirement to receive a No Downgrade Confirmation from the Rating Agency with respect to such matter shall not apply. For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required to be in

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writing may be in the form of electronic mail. Notwithstanding anything to the contrary set forth in this Indenture, at any time during which the Notes are no longer rated by a Rating Agency, no Downgrade Confirmation shall be required from such Rating Agency under this Indenture.

“No Entity-Level Tax Opinion”: An opinion of Sidley Austin LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will not fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes.

“Non-Acquired Participation”: Any Future Funding Participation or Funded Companion Participation that is not acquired by the Issuer.

“Non-Call Period”: The period from the Closing Date to and including the Business Day immediately preceding the Payment Date in October 2027 during which no Optional Redemption is permitted to occur.

“Non-Controlled Collateral Interest”: A Partitioned Collateral Interest as to which the related controlling Companion Interest is not owned by the Issuer. If a related controlling Companion Interest is acquired in its entirety by the Issuer, the Collateral Interest (together with the related controlling Companion Interest) will become a Controlled Collateral Interest. A Collateral Interest will not be considered a Non-Controlled Collateral Interest, however, solely as a result of the holder of the Partitioned Collateral Interest being required to obtain the consent of the holder of a Companion Interest in order to exercise rights to such effective control over remedies. As of the Closing Date, the Closing Date Collateral Interests identified on Schedule A as “Non-Controlled” will be Non-Controlled Collateral Interests.

“Non-Permitted Holder”: The meaning specified in Section 2.13(b) hereof.

“Non-Serviced Collateral Interest”: The meaning specified in the Servicing Agreement.

“Non-Serviced Indenture”: The indenture relating to any securities issued by the holder of any Companion Interest in connection with the related Non-Serviced Servicing Agreement.

“Non-Serviced Loans”: The Loans that are serviced and administered pursuant to a servicing agreement other than the Servicing Agreement. As of the Closing Date, there are no Non-Serviced Loans.

“Non-Serviced Servicing Agreement”: With respect to any Non-Serviced Loan, the servicing agreement governing the servicing of such Non-Serviced Loan.

“Non-Serviced Servicer”: With respect to any Non-Serviced Loan, the servicer under the related Non-Serviced Servicing Agreement.

“Non-Serviced Special Servicer”: With respect to any Non-Serviced Loan, the special servicer under the related Non-Serviced Servicing Agreement.

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“Nonrecoverable Interest Advance”: Any Interest Advance previously made or proposed to be made pursuant to Section 10.7 hereof that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has determined in its sole discretion, exercised in good faith, that the amount so advanced or proposed to be advanced plus interest expected to accrue thereon, will not be ultimately recoverable from subsequent payments or collections with respect to the Collateral Interests.

“Note Administrator”: Computershare Trust Company, National Association, a national banking association, solely in its capacity as note administrator hereunder, unless a successor Person shall have become the Note Administrator pursuant to the applicable provisions of this Indenture, and thereafter “Note Administrator” shall mean such successor Person. Computershare Trust Company, National Association, will perform its duties as Note Administrator through its Computershare Corporate Trust division (including, as applicable, any agents or affiliates utilized thereby).

“Note Administrator’s Website”: Initially, www.ctslink.com; provided that such address may change upon notice by the Note Administrator to the parties hereto, the 17g-5 Information Provider and Noteholders.

“Note Interest Rate”: With respect to the Class A Notes, the Class A Rate, with respect to the Class A-S Notes, the Class A-S Rate, with respect to the Class B Notes, the Class B Rate, with respect to the Class C Notes, the Class C Rate, with respect to the Class D Notes, the Class D Rate, with respect to the Class E Notes, the Class E Rate, with respect to the Class F Notes, the Class F Rate and with respect to the Class G Notes, the Class G Rate.

“Note Protection Tests”: The Par Value Test and the Interest Coverage Test.

“Notes”: The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.

“Notes Register” and “Notes Registrar”: The respective meanings specified in Section 2.5(a) hereof.

“NRSRO”: Any nationally recognized statistical rating organization, including the Rating Agencies.

“NRSRO Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit G or (b) provided electronically and executed by an NRSRO by means of a click-through confirmation on the 17g-5 Website.

“Offered Notes”: The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.

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“Offering Memorandum”: The Offering Memorandum, dated April 29, 2025, relating to the offering of the Offered Notes.

“Officer”: With respect to any company, corporation or limited liability company, including the Issuer and the Collateral Manager, any Director, Manager, the Chairman of the Board of Directors, the President, any Senior Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer or General Partner of such entity; and with respect to the Trustee or Note Administrator, any Trust Officer; and with respect to the Servicer or the Special Servicer, a “Responsible Officer” (as defined in the Servicing Agreement).

“Officer’s Certificate”: With respect to the Issuer, the Collateral Manager, Servicer and the Special Servicer, any certificate executed by an Authorized Officer thereof.

“Opinion of Counsel”: A written opinion addressed to the Trustee and the Note Administrator and, if required by the terms hereof, the Rating Agencies (each, a “Recipient”) in form and substance reasonably satisfactory to each Recipient, of an outside third party counsel of national recognition, which attorney may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer, and which attorney shall be reasonably satisfactory to the Trustee and the Note Administrator. Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admitted and so satisfactory which opinions of other counsel shall accompany such Opinion of Counsel and shall either be addressed to each Recipient or shall state that each Recipient shall each be entitled to rely thereon.

“Optional Redemption”: The meaning specified in Section 9.1(c) hereof.

“Outstanding”: With respect to the Notes, as of any date of determination, all of the Notes or any Class of Notes, as the case may be, theretofore authenticated and delivered under this Indenture except:

(i) Notes theretofore canceled by the Notes Registrar or delivered to the Notes Registrar for cancellation;

(ii) Notes or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the Note Administrator or the Paying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii); provided that, if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture;

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, unless proof satisfactory to the Note Administrator is presented that any such Notes are held by a Holder in due course; and

(iv) Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided in Section 2.6;

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provided that in determining whether the Noteholders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (x) Notes owned by the Issuer or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, (y) Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, the Collateral Manager or any other obligor upon the Notes or any Affiliate of the Issuer, the Collateral Manager or such other obligor and (z) in relation to (i) the exercise by the Noteholders of their right, in connection with certain Events of Default, to accelerate amounts due under the Notes and (ii) any amendment or other modification of, or assignment or termination of, any of the express rights or obligations of the Collateral Manager under the Collateral Management Agreement or this Indenture, Notes owned by the Collateral Manager or any of its Affiliates, or by any accounts managed by them, will be disregarded and deemed not to be Outstanding. The Note Administrator and the Trustee will be entitled to rely on certificates from Noteholders to determine any such affiliations and shall be protected in so relying, except to the extent that a Trust Officer of the Trustee or Note Administrator, as applicable, has actual knowledge of any such affiliation.

“Par Purchase Price”: With respect to a Collateral Interest, the sum of (A) the Outstanding Principal Balance of such Collateral Interest as of date of purchase; plus (B) all accrued and unpaid interest on such Collateral Interest at the related interest rate to but not including date of purchase; plus (C)(1) with respect to any Serviced Collateral Interest, all related unreimbursed Servicing Advances and accrued and unpaid interest on such Servicing Advances at the Advance Rate and (2) with respect to any Non-Serviced Collateral Interest, all related unreimbursed servicing advances and accrued and unpaid interest on such servicing advances at the applicable advance rate set forth in the related Non-Serviced Servicing Agreement with respect to such Collateral Interest; plus (D)(1) with respect to any Serviced Collateral Interest all Special Servicing Fees and either Workout Fees or Liquidation Fees (but not both) allocable to such Collateral Interest and (2) with respect to any Non-Serviced Collateral Interest, all special servicing fees and other related fees payable to the related special servicer pursuant to the related Non-Serviced Servicing Agreement allocable to such Collateral Interest; plus (E) all unreimbursed expenses incurred by the Issuer (and if applicable, the Seller), the Trustee, the Servicer and the Special Servicer in connection with such Collateral Interest.

“Par Value Ratio”: As of any Measurement Date, the number (expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Balance on such Measurement Date by (b) the sum of the Aggregate Outstanding Amount of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes and the amount of any unreimbursed Interest Advances.

“Par Value Test”: A test that will be satisfied as of any Measurement Date on which any Offered Notes remain outstanding if the Par Value Ratio on such Measurement Date is equal to or greater than 112.16%.

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“Pari Passu Companion Interest”: A Pari Passu Companion Note or Pari Passu Companion Participation, as applicable.

“Pari Passu Companion Note”: With respect to an A Note, any related promissory note that is pari passu with such A Note, is made to the related Obligor pursuant to the same loan agreement and is secured by the same mortgage as such A Note.

“Pari Passu Companion Participation”: With respect to any Participation, any related Companion Participation that is pari passu with such Participation.

“Pari Passu Note”: An A Note with one or more related Pari Passu Companion Notes and no related Junior Companion Notes.

“Pari Passu Participation”: A Participation with one or more related Pari Passu Companion Participations and no related Junior Companion Participations.

“Participated Loan”: Any Mortgage Loan, a Combined Loan or an A Note of which a Participation represents an interest.

“Participating Institution”: With respect to any Participation, the entity that holds legal title to the participated asset.

“Participation”: Any Senior Participation or Junior Participation.

“Participation Agreement”: With respect to each Participated Loan, the participation agreement that governs the rights and obligations of the holders of the related Participation, each related Future Funding Participation and/or each related Funded Companion Participation.

“Partition Agreement”: Any Co-Lender Agreement or any Participation Agreement, as the context may require.

“Partitioned Collateral Interest”: A Collateral Interest which is a Participation or an A Note.

“Partitioned Loan”: A Participated Loan or a Split Loan, as applicable.

“Partitioned Loan Collection Account”: The meaning specified in the Servicing Agreement.

“Paying Agent”: The Note Administrator, in its capacity as Paying Agent hereunder, authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer as specified in Section 7.2 hereof.

“Payment Account”: The payment account established by the Note Administrator pursuant to Section 10.3 hereof.

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“Payment Date”: The 6th Business Day following each Determination Date of each month, commencing in May 2025 and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.

“Permitted Subsidiary”: Any one or more single purpose entities that are wholly-owned by the Issuer and are established exclusively for the purpose of taking title to any one or more Sensitive Assets in connection, in each case, with the exercise of remedies or otherwise which, in each case, may be a “taxable REIT subsidiary,” as defined in Section 856(1) of the Code.

“Person”: An individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

“Placement Agents”: Morgan Stanley, Barclays, Wells Fargo Securities, Citigroup, BMO Capital Markets and Capital One Securities.

“Placement Agreement”: The placement agreement relating to the Notes dated as of April April 29, 2025 by and among the Issuer, INCREF Investments and the Placement Agents.

“Pledged Collateral Interest”: On any date of determination, any Collateral Interest that has been Granted to the Trustee and not been released from the lien of this Indenture pursuant to Section 10.10 hereof.

“Principal Balance” or “par”: With respect to any Loan, Collateral Interest, Companion Interest or Eligible Investment, as of any date of determination, the outstanding principal amount of such Loan, Collateral Interest or Companion Interest (in each case, as reduced by all payments or other collections of principal received or deemed received, and any principal forgiven by the Special Servicer and other principal losses realized, on such Collateral Interest during the related collection period) or Eligible Investment; provided that the Principal Balance of any Eligible Investment that does not pay Cash interest on a current basis will be the accreted value thereof.

“Principal Proceeds”: With respect to any Payment Date, (A) the sum (without duplication) of:

(1) all principal payments (including Unscheduled Principal Payments and any casualty or condemnation proceeds and any proceeds from the exercise of remedies (including liquidation proceeds)) received during the related Due Period in respect of (a) Eligible Investments (other than Eligible Investments purchased with Interest Proceeds, Eligible Investments in the Expense Reserve Account and any amount representing the accreted portion of a discount from the face amount of a Collateral Interest or an Eligible Investment) and (b) Collateral Interests as a result of (i) a maturity, scheduled amortization or mandatory prepayment on a Collateral Interest, (ii) optional prepayments made at the option of the related borrower, (iii) recoveries on Defaulted Collateral Interests and Credit Risk Collateral Interests, or (iv) any other principal payments received with respect to Collateral Interests;

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(2) any Initial Principal Proceeds Deposit;

(3) Sale Proceeds during such Due Period received in respect of sales in accordance with the Transaction Documents and excluding (i) accrued interest included in Sale Proceeds, (ii) any reimbursement of expenses included in such Sale Proceeds and (iii) any portion of such Sale Proceeds that are in excess of the outstanding Principal Balance of the related Collateral Interest or Eligible Investment;

(4) any interest received during such Due Period on such Collateral Interests or Eligible Investments to the extent such interest constitutes proceeds from accrued interest purchased with Principal Proceeds other than accrued interest purchased by the Issuer on or prior to the Closing Date;

(5) all Cash payments of interest received during such Due Period on Defaulted Collateral Interests;

(6) any principal payments received in cash by the Issuer during the related Due Period on any asset held by an Issuer Subsidiary;

(7) any Loss Value Payment received by the Issuer from the Seller;

(8) after the Ramp-Up Completion Date, all amounts in the Unused Proceeds Account;

(9) Cash and Eligible Investments contributed by the Retention Holder or an Affiliate thereof, so long as the Retention Holder or an Affiliate that is 100% owned by INCREF Sub-REIT and a “disregarded entity” for U.S. federal income tax purposes continues to hold 100% of the Income Notes and 100% of the Membership Interests, pursuant to the terms of this Indenture and designated as “Principal Proceeds” by the Collateral Manager; and

(10) Cash and Eligible Investments transferred from the Unused Proceeds Account or the Reinvestment Account to the Payment Account pursuant to Section 10.2;

minus (B) the aggregate amount of (1) any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing Agent, the Backup Advancing Agent or the Trustee from Interest Proceeds, (2) any amounts paid to the Servicer or Special Servicer pursuant to the terms of the Servicing Agreement out of amounts that would otherwise be Principal Proceeds or (3) the portion of the amounts set forth in clause (1) above that represent Principal Proceeds that were deposited by the Issuer (at the direction of the Collateral Manager) into the Reinvestment Account for the acquisition of Subsequent Collateral Interests prior to the related Payment Date.

“Priority of Payments”: The meaning specified in Section 11.1(a) hereof.

“Privileged Person”: Any of the following: the Placement Agents, the Servicer, the Special Servicer, the Trustee, the Paying Agent, the Note Administrator, the Seller, the Collateral Manager, the Advancing Agent, the Issuer, each EU Reporting Administrator, any Person who

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provides the Note Administrator with an Investor Certification and any Rating Agency or other NRSRO that delivers an NRSRO certification to the Note Administrator (which Investor Certification and NRSRO certification may be submitted electronically by means of the Note Administrator’s website).

“Proceeding”: Any suit in equity, action at law or other judicial or administrative proceeding.

“QIB”: A “qualified institutional buyer” as defined in Rule 144A.

“Qualified Purchaser”: A “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act or an entity owned exclusively by one or more such “qualified purchasers.”

“Qualified REIT Subsidiary”: A corporation that, for U.S. federal income tax purposes, is wholly-owned by a real estate investment trust under Section 856(i)(2) of the Code.

“Ramp-Up Acquisition Period”: The period from the Closing Date to (and including) the Ramp-Up Completion Date.

“Ramp-Up Collateral Interest”: Any Mortgage Loan or Participation acquired by the Issuer (other than the Delayed Close Collateral Interest if it is acquired prior to the Delayed Close Purchase Termination Date and which satisfies the Delayed Close Acquisition Conditions) during the Ramp-Up Acquisition Period (or, in the case of any Committed Ramp-Up Collateral Interest, within 30 days after the Ramp-Up Acquisition Period) with funds from the Unused Proceeds Account.

“Ramp-Up Completion Date”: The date that is the earliest of

(i)the sixth Payment Date after the Closing Date; provided, however, that solely in connection with the acquisition of a Committed Ramp-Up Collateral Interest, the Ramp-Up Completion Date will be deemed to extend until the earlier of (a) the date the Issuer acquires such Committed Ramp-Up Collateral Interest and (b) the seventh Payment Date, unless terminated earlier in connection with clauses (iii) or (iv) below;

(ii)the first date on which all funds in the Unused Proceeds Account have been used to purchase Ramp-Up Collateral Interests and the Delayed Close Collateral Interest;

(iii)the date that the Collateral Manager determines, in its sole discretion, that investment in Ramp-Up Collateral Interests is no longer practical or desirable and notifies the Trustee and the Note Administrator of such determination; and

(iv)the date on which the Notes are accelerated following an Event of Default.

“Ramp-Up Completion Date Report”: The meaning specified in Section 7.19(b)(A) hereof.

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“Rated Notes”: The Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes, Class F Notes and Class G Notes.

“Rating Agencies”: Moody’s and Fitch and any successor thereto, or, with respect to the Collateral generally, if at any time Moody’s or Fitch or any such successor ceases to provide rating services with respect to the Notes or certificates similar to the Notes, any other NRSRO selected by the Issuer and reasonably satisfactory to a Majority of the Notes voting as a single Class.

“Rating Agency Condition”: A condition that is satisfied if:

(a) the party required to satisfy the Rating Agency Condition (the “Requesting Party”) has made a written request to a Rating Agency for a No Downgrade Confirmation; and

(b) any one of the following has occurred:

(i) a No Downgrade Confirmation has been received; or

(ii) (A) within ten (10) Business Days of such request being sent to such Rating Agency, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for confirmation;

(B) the Requesting Party has confirmed that such Rating Agency has received the confirmation request;

(D) there is no response to either confirmation request within five (5) Business Days of such second request.

“Rating Agency Test Modification”: The meaning specified in Section 12.4 hereof.

“Rating Confirmation Failure”: The meaning specified in Section 7.19(b) hereof.

“Record Date”: With respect to any Holder and any Payment Date, the close of business on the Business Day immediately preceding such Payment Date.

“Redemption Date”: Any Payment Date specified for a redemption of the Notes pursuant to Section 9.1 hereof.

“Redemption Date Statement”: The meaning specified in Section 10.9(d) hereof.

“Redemption Price”: The Redemption Price of each Class of Notes on a Redemption Date will be calculated as follows:

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Class A Notes. The redemption price for the Class A Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class A Notes to be redeemed, together with the Class A Interest Distribution Amount (plus any Class A Defaulted Interest Amount) due on the applicable Redemption Date;

Class A-S Notes. The redemption price for the Class A-S Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class A-S Notes to be redeemed, together with the Class A-S Interest Distribution Amount (plus any Class A-S Defaulted Interest Amount) due on the applicable Redemption Date.

Class B Notes. The redemption price for the Class B Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class B Notes to be redeemed, together with the Class B Interest Distribution Amount (plus any Class B Defaulted Interest Amount) due on the applicable Redemption Date;

Class C Notes. The redemption price for the Class C Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class C Notes (including any Class C Deferred Interest) to be redeemed, together with the Class C Interest Distribution Amount (plus any Class C Defaulted Interest Amount) due on the applicable Redemption Date;

Class D Notes. The redemption price for the Class D Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class D Notes (including any Class D Deferred Interest) to be redeemed, together with the Class D Interest Distribution Amount (plus any Class D Defaulted Interest Amount) due on the applicable Redemption Date;

Class E Notes. The redemption price for the Class E Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class E Notes (including any Class E Deferred Interest) to be redeemed, together with the Class E Interest Distribution Amount (plus any Class E Defaulted Interest Amount) due on the applicable Redemption Date;

Class F Notes. The redemption price for the Class F Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class F Notes (including any Class F Deferred Interest) to be redeemed, together with the Class F Interest Distribution Amount (plus any Class F Defaulted Interest Amount) due on the applicable Redemption Date;

Class G Notes. The redemption price for the Class G Notes will be calculated on the related Determination Date and will equal the Aggregate Outstanding Amount of the Class G Notes (including any Class G Deferred Interest) to be redeemed, together with the Class G Interest Distribution Amount (plus any Class G Defaulted Interest Amount) due on the applicable Redemption Date; and

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Income Notes. The redemption price for the Income Notes will be calculated on the related Determination Date and will be equal to the sum of all net proceeds from the sale of the Collateral in accordance with Article 12 hereof and Cash, if any, remaining after payment of all amounts and expenses, including payments made in respect of the Notes (other than the Income Notes), described under clauses (1) through (19) of Section 11.1(a)(i) and clauses (1) through (17) of Section 11.1(a)(ii); provided that if there are no such net proceeds or Cash remaining, the redemption price for the Income Notes shall be equal to U.S.$0.

“Reference Time”: With respect to any determination of the Benchmark, (i) if the Benchmark is Term SOFR, 6:00 a.m. (New York time) on the Benchmark Determination Date and (ii) if the Benchmark is not Term SOFR, the time determined by the Designated Transaction Representative in accordance with the Benchmark Replacement Conforming Changes on the Benchmark Determination Date.

“Registered”: With respect to any debt obligation, a debt obligation that is issued after July 18, 1984, and that is in registered form for purposes of the Code.

“Regulation S”: Regulation S under the Securities Act.

“Regulation S Global Note”: The meaning specified in Section 2.2(b)(iii) hereof.

“Reimbursement Interest”: Interest accrued on the amount of any Interest Advance made by the Advancing Agent, the Backup Advancing Agent or the Trustee for so long as it is outstanding, at the Reimbursement Rate, which Reimbursement Interest is hereby waived by the Advancing Agent for so long as (i) the Advancing Agent is INCREF Investments or any of its Affiliates and (ii) any of INCREF Investments or any of its Affiliates owns the Income Notes.

“Reimbursement Rate”: A rate per annum equal to the “prime rate” as published in the “Money Rates” section of The Wall Street Journal, as such “prime rate” may change from time to time. If more than one “prime rate” is published in The Wall Street Journal for a day, the average of such “prime rates” will be used, and such average will be rounded up to the nearest one-eighth of one percent (0.125%). If the “prime rate” contained in The Wall Street Journal is not readily ascertainable, the Collateral Manager will select an equivalent publication that publishes such “prime rate,” and if such “prime rates” are no longer generally published or are limited, regulated or administered by a governmental authority or quasigovernmental body, then the Collateral Manager will select, in its reasonable discretion, a comparable interest rate index.

“Reinvestment Account”: The account established by the Note Administrator pursuant to Section 10.2 hereof.

“Reinvestment Collateral Interest”: Any Mortgage Loan or Participation that is acquired during the Reinvestment Period with Principal Proceeds from the Collateral Interests (or any cash (i) contributed by the Income Noteholders to the Issuer or (ii) transferred from the Unused Proceeds Account to the Reinvestment Account at the end of the Ramp-Up Acquisition Period) in accordance with Section 12.2 hereof).

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“Reinvestment Period”: The period beginning on the Closing Date and ending on and including the first to occur of any of the following events or dates: (i) the Payment Date occurring in October 2027; provided, however, that solely with respect to the acquisition of a proposed Reinvestment Collateral Interest pursuant to a binding commitment entered into on or before, and using Principal Proceeds received on or before, the Payment Date in October 2027, the Reinvestment Period will be deemed to include the 30-day period following the Payment Date in October 2027; (ii) the Payment Date on which all of the Notes are redeemed as described herein under Section 9.1; and (iii) the date on which the Notes are accelerated following the occurrence and continuance of an Event of Default.

“REIT”: A “real estate investment trust” under the Code.

“Relevant Governmental Body”: The Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by any of the foregoing or any successor thereto.

“Remittance Date”: The meaning specified in the Servicing Agreement.

“REO Proceeds”: The meaning specified in the Servicing Agreement.

“REO Property”: The meaning specified in the Servicing Agreement.

“REO Subsidiary”: The meaning specified in the Servicing Agreement.

“Repurchase Request”: The meaning specified in Section 7.17 hereof.

“Retained Interest”: The meaning specified in the applicable Collateral Interest Purchase Agreement.

“Retained Notes”: 100% of the Class F Notes, the Class G Notes and the Income Notes.

“Retention Holder”: INCREF 2025-FL1 Retention Holder LLC, a wholly-owned subsidiary of INCREF Sub-REIT.

“Rule 144A”: Rule 144A under the Securities Act.

“Rule 144A Global Note”: The meaning specified in Section 2.2(b)(i) hereof.

“Rule 144A Information”: The meaning specified in Section 7.13 hereof.

“Rule 17g-5”: The meaning specified in Section 14.13(a) hereof.

“Sale”: The meaning specified in Section 5.17(a) hereof.

“Sale Proceeds”: All proceeds (including accrued interest) received with respect to Collateral Interests, Eligible Investments and REO Properties as a result of sales of such Collateral Interests, Eligible Investments and REO Properties in accordance with this Indenture,

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sales in connection with the exercise of a purchase option by a mezzanine lender, and sales in connection with a repurchase or substitution for a Material Breach, a Material Document Defect or a Combined Loan Repurchase Event, in each case, net of any reasonable out-of-pocket expenses of the Collateral Manager, the Servicer, the Note Administrator, custodian or the Trustee in connection with any such sale.

“SEC”: The Securities and Exchange Commission.

“Secured Notes”: The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes and the Class G Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.

“Secured Parties”: Collectively, the Collateral Manager, the Trustee, the Custodian, the Note Administrator, the Holders of the Secured Notes, each as their interests appear in applicable Transaction Documents.

“Securities Account”: The meaning specified in Section 8-501(a) of the UCC.

“Securities Account Control Agreement (Indenture Accounts)”: The meaning specified in Section 3.3(b) hereof.

“Securities Account Control Agreement (Future Funding Reserve Account)”: That certain Securities Account Control Agreement, dated as of the date hereof, by and among the Seller, as pledgor, the Trustee, as trustee, and the Securities Intermediary, as securities intermediary, relating to the Future Funding Reserve Account, as amended, restated, supplemented or otherwise modified from time to time.

“Securities Account Control Agreements”: The Securities Account Control Agreement (Indenture Accounts) and the Securities Account Control Agreement (Future Funding Reserve Account), individually or collectively as the context may require.

“Securities Act”: The Securities Act of 1933, as amended.

“Securities Intermediary”: The meaning specified in Section 3.3(b) hereof.

“Securitization Sponsor”: INCREF Investments.

“Security Entitlement”: The meaning specified in Section 8-102(a)(17) of the UCC.

“Segregated Liquidity”: The meaning specified in the Servicing Agreement.

“Self-Storage Property”: A real property comprised (wholly or partially) of self-storage space (including mixed-use property) as to which the majority of the underwritten revenue is from self-storage space.

“Seller”: INCREF CLO Seller LLC, a Delaware limited liability company, and its successors in interest, solely in its capacity as Seller.

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“Senior AB Pari Passu Participation”: A participation interest (or an A Note) in a Mortgage Loan pursuant to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is senior to one or more Junior Participations but is pari passu with one or more other senior pari passu participation interests (or promissory notes) that are each Non-Acquired Participations and which (together with the interest acquired by the Issuer) are each the senior-most interest in such Mortgage Loan.

“Senior AB Participation”: A participation interest (or an A Note) in a Mortgage Loan pursuant to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is senior to one or more Junior Participations.

“Senior Note”: Any A Note with one or more related Junior Companion Notes and no related Pari Passu Companion Notes.

“Senior Pari Passu Note”: Any A Note with one or more related Junior Companion Notes and one or more related Pari Passu Companion Notes.

“Senior Pari Passu Participation”: A participation interest (or an A Note) in a Mortgage Loan pursuant to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is pari passu with one or more other senior pari passu participation interests (or promissory notes) that are each Non-Acquired Participations and which (together with the interest acquired by the Issuer) are each the senior-most interest in such Mortgage Loan.

“Senior Participation”: A Senior AB Participation, a Senior AB Pari Passu Participation or a Senior Pari Passu Participation.

“Sensitive Asset”: (i) A Collateral Interest, or a portion thereof, or (ii) a real property or other interest (including, without limitation, an interest in real property) resulting from the conversion, exchange, other modification or exercise of remedies with respect to a Collateral Interest or portion thereof, in either case, as to which the Collateral Manager has determined, based on the advice of nationally recognized counsel (independent of the Collateral Manager) that could give rise to a material liability of the Issuer (including liability for taxes) if held directly by the Issuer.

“Serviced Loans”: The meaning specified in the Servicing Agreement.

“Servicer”: KeyBank National Association, a national banking association, solely in its capacity as servicer under the Servicing Agreement, together with its permitted successors and assigns or any successor Person that shall have become the servicer pursuant to the appropriate provisions of the Servicing Agreement.

“Servicing Accounts”: The meaning specified in the Servicing Agreement.

“Servicing Advances”: The meaning specified in the Servicing Agreement.

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“Servicing Agreement”: The Servicing Agreement, dated as of the Closing Date, by and among the Issuer, the Trustee, the Collateral Manager, the Note Administrator, the Servicer, the Special Servicer and the Advancing Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Servicing File”: The meaning specified in the Servicing Agreement.

“Servicing Shift Collateral Interest”: The meaning specified in the Servicing Agreement.

“Servicing Shift Date”: The meaning specified in the Servicing Agreement.

“Servicing Shift Lead Interest”: The meaning specified in the Servicing Agreement.

“Servicing Shift Loan”: The meaning specified in the Servicing Agreement.

“Servicing Shift Servicing Agreement”: The meaning specified in the Servicing Agreement.

“Servicing Standard”: The meaning specified in the Servicing Agreement.

“Special Servicer”: Bellwether Asset Services, LLC, a California limited liability company solely in its capacity as special servicer under the Servicing Agreement, together with its permitted successors and assigns or any successor Person that shall have become the special servicer pursuant to the appropriate provisions of the Servicing Agreement.

“Signature Law”: The meaning specified in Section 14.11 hereof.

“SOFR”: With respect to any calendar day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s website.

“SOFR Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Special Servicing Fee”: The meaning specified in the Servicing Agreement.

“Specially Serviced Loan”: The meaning specified in the Servicing Agreement.

“Specified Person”: The meaning specified in Section 2.6 hereof.

“Split Loan”: Any Mortgage Loan in which an A Note represents an interest.

“Stated Maturity Date”: The Payment Date in October 2042.

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“Student Housing Property”: A Multi-family Property as to which the majority of the underwritten revenue is from student housing. A Student Housing Property is a sub-type of Multi-family Property.

“Subsequent Collateral Interest”: Any Collateral Interest acquired by the Issuer after the Closing Date (other than any Delayed Close Collateral Interest acquired on or prior to the Delayed Close Purchase Termination Date and which satisfies the Delayed Close Acquisition Conditions), including any Ramp-Up Collateral Interest, Reinvestment Collateral Interest, Exchange Collateral Interest, Substitute Collateral Interest and Contribution Collateral Interest.

“Subsequent Transfer Instrument”: The meaning specified in Section 12.3(d) hereof.

“Substitute Collateral Interest”: The meaning specified in Section 12.1(k) hereof.

“Successful Auction”: Either (i) an auction that is conducted in accordance with the provisions specified in this Indenture and the Servicing Agreement, which includes the requirement that the aggregate cash purchase price for all the Collateral Interests, together with the balance of all Eligible Investments and cash in the Payment Account, will be at least equal to the Total Redemption Price or (ii) the purchase of all of the Collateral Interests by the Majority Income Noteholder for a price that, together with the balance of all Eligible Investments and cash in the Payment Account, is at least equal to the Total Redemption Price.

“Supermajority”: With respect to any Class of Notes, the Holders of at least 66⅔% of the Aggregate Outstanding Amount of the Notes of such Class.

“Target Collateral Interest Balance”: U.S. $1,217,359,326.

“Tax Event”: (i) Any borrower is, or on the next scheduled payment date under any Collateral Interest, will be, required to deduct or withhold from any payment under any Collateral Interest to the Issuer for or on account of any tax for whatever reason and such borrower is not required to pay to the Issuer such additional amount as is necessary to ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such borrower or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required, (ii) any jurisdiction imposes net income, profits, or similar tax on the Issuer or (iii) the Issuer fails to maintain its status as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes.

“Tax Materiality Condition”: The condition that will be satisfied if either (i) as a result of the occurrence of a Tax Event, a tax or taxes are imposed on the Issuer or withheld from payments to the Issuer and with respect to which the Issuer receives less than the full amount that the Issuer would have received had no such deduction occurred and such amount exceeds, in the aggregate, $1,000,000 during any twelve (12)-month period or (ii) the Issuer fails to maintain its status as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes.

“Tax Redemption”: The meaning specified in Section 9.1(b) hereof.

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“Temporary Regulation S Global Note”: The meaning specified in Section 2.2(b)(iv) hereof.

“Term SOFR”: The forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Administrator”: CME Group Benchmark Administration Limited or a successor administrator of the rate currently identified as “1 Month CME Term SOFR,” as applicable.

“Term SOFR Source”: CME Market Data Platform (or any alternative source designated by the Term SOFR Administrator, from time to time) for the rate currently identified as “1 Month CME Term SOFR.”

“Total Redemption Price”: The amount equal to funds sufficient to pay all amounts and expenses described under clauses (1) through (4) of Section 11.1(a)(i) (without regard to any cap contained therein) and to redeem all Notes at their applicable Redemption Prices and to pay all administrative expenses of the Issuer (without regard to any cap).

“Transaction Documents”: This Indenture, the Collateral Management Agreement, the Placement Agreement, the Collateral Interest Purchase Agreement, the EU/UK Risk Retention Letter, the Participation Agreements, the Securities Account Control Agreements, the Future Funding Agreement and the Servicing Agreement.

“Transfer Agent”: The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer of Notes in its capacity as Transfer Agent.

“Treasury Regulations”: Temporary or final regulations promulgated under the Code by the United States Treasury Department.

“Trust Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred because such officer’s knowledge of and familiarity with the particular subject and (ii) the Note Administrator, any officer of the Computershare Corporate Trust group of the Note Administrator with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer to whom a particular matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Trustee”: Wilmington Trust, National Association, solely in its capacity as trustee hereunder, unless a successor Person shall have become the Trustee pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Person.

“Two Quarter Future Advance Estimate”: The meaning specified in the Servicing Agreement.

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“UCC”: The applicable Uniform Commercial Code.

“UK Securitization Rules”: The meaning specified in the EU/UK Risk Retention Letter.

“Unadjusted Benchmark Replacement”: With respect to the Benchmark Replacement, excluding the applicable Benchmark Replacement Adjustment.

“United States” and “U.S.”: The United States of America, including any state and any territory or possession administered thereby.

“Unscheduled Principal Payments”: Any proceeds received by the Issuer from an unscheduled prepayment or redemption (in whole but not in part) by the obligor of a Collateral Interest prior to the stated maturity date of such Collateral Interest.

“Unused Proceeds Account”: The trust account established pursuant to Section 10.4(a) hereof.

“Unused Proceeds Rollover Deposit”: The amount, if any, specified by the Collateral Manager, not to exceed $10,000,000, to be transferred to the Reinvestment Account for the reinvestment in Reinvestment Collateral Interests.

“Updated Appraisal”: The meaning specified in the Servicing Agreement.

“U.S. Credit Risk Retention Rules”: Regulation RR (17 C.F.R. Part 246), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“U.S. Person”: The meaning specified in Regulation S.

“U/W Stabilized NCF Debt Yield”: With respect to any Collateral Interest, as of any date of determination, the ratio, expressed as a percentage, as calculated by the Collateral Manager in accordance with the Collateral Management Standard, of (a) the “stabilized” annual net cash flow generated from the related Mortgaged Property before interest, depreciation and amortization, based on the stabilized underwriting, which may include the completion of certain proposed capital expenditures and the realization of stabilized occupancy and/or rents to (b) the Principal Balance of the related Loan (including the principal balance of the Partitioned Collateral Interest and any related Companion Interests, as applicable (assuming that all future advance amounts are fully funded) also secured by the Mortgaged Property that is senior or pari passu in right to the Partitioned Collateral Interest, but excluding the principal balance of any mezzanine loan(s) or Companion Interest(s) also secured (directly or indirectly) by the related Mortgaged Property that is subordinate in right to the Partitioned Collateral Interest). In determining the U/W Stabilized NCF Debt Yield for any Collateral Interest that is cross-

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collateralized with one or more other Collateral Interests, the U/W Stabilized NCF Debt Yield will be calculated with respect to the cross-collateralized group in the aggregate.

“Weighted Average Life”: As of any Measurement Date with respect to the Collateral Interests (other than Defaulted Collateral Interests), the number obtained by (i) summing the products obtained by multiplying (a) the Average Life at such time of each Collateral Interest (other than Defaulted Collateral Interests) by (b) the outstanding Principal Balance of such Collateral Interest and (ii) dividing such sum by the aggregate Principal Balance at such time of all Collateral Interests (other than Defaulted Collateral Interests), where “Average Life” means, on any Measurement Date with respect to any Collateral Interest (other than a Defaulted Collateral Interest), the quotient obtained by the Collateral Manager by dividing (i) the sum of the products of (a) the number of years (rounded to the nearest one tenth thereof) from such Measurement Date to the respective dates of each successive expected distribution of principal of such Collateral Interest and (b) the respective amounts of such expected distributions of principal by (ii) the sum of all successive expected distributions of principal on such Collateral Interest.

“Weighted Average Spread”: As of any date of determination, the number obtained (rounded up to the next 0.001%), by (i) summing the products obtained by multiplying (a) with respect to any Collateral Interest (other than a Defaulted Collateral Interests), the greater of (x) the current stated spread above the Benchmark (net of any servicing fees and expenses) at which interest accrues on each such Collateral Interest and (y) if such Collateral Interest provides for a minimum interest rate payable thereunder, the excess, if any, of the minimum interest rate applicable to such Collateral Interest (net of any servicing fees and expenses) over the Benchmark by (b) the Principal Balance of such Collateral Interest as of such date, and (ii) dividing such sum by the aggregate Principal Balance of all Collateral Interests (excluding all Defaulted Collateral Interests).

“Wells Fargo Securities”: Wells Fargo Securities, LLC

Section 1.2Interest Calculation Convention. All calculations of interest hereunder that are made with respect to the Notes shall be made on the basis of the actual number of days during the related Interest Accrual Period divided by 360.

Section 1.3Rounding Convention. Unless otherwise specified herein, test calculations that are evaluated as a percentage will be rounded to the nearest ten thousandth of a percentage point and test calculations that are evaluated as a number or decimal will be rounded to the nearest one hundredth of a percentage point.

Section 1.4Interpretation. This Section 1.4 applies if the Calculation Agent, the Trustee or the Note Administrator (a “Relevant Agent”) believes that (i) any ambiguity or uncertainty exists in the interpretation of any definition or other term in this Indenture relating to a calculation of interest on any Notes, (ii) there is any inconsistency between any such terms, or (iii) more than one methodology can be used in any such calculation. Such belief may be, but need not be, based on any perceived changes in market or industry practices relating to any such calculation.

In any such event, the Relevant Agent shall have the right to request direction in writing from the Collateral Manager (on behalf of the Issuer) as to (i) the resolution of such ambiguity or

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uncertainty, (ii) the resolution of such inconsistency or (iii) the methodology that should be used. Any such request may be with respect to a particular instance of a calculation or on a standing basis with respect to more than one instance in the present and the future. If there is more than one Relevant Agent, they may make joint requests.

If the Collateral Manager determines that it is able and willing to give such direction, it shall give such direction promptly to each Relevant Agent. Any such direction may be based in whole or in part on legal, financial or other professional advice provided to the Collateral Manager, on behalf of the Issuer, that it believes in good faith to be relevant and reasonable.

Each Relevant Agent shall be entitled to conclusively to rely on, and shall be protected and held harmless in acting on, such direction. The preceding sentence shall be in addition to any other protection provided by this Indenture or any other Transaction Document, including, as applicable to the identity of the Relevant Agent, Article 6 (as to the Trustee or the Note Administrator) or Section 7.14 (as to the Calculation Agent). Any action taken in reliance on such direction shall be binding on all Holders.

No Supplemental Indenture shall be required for the implementation of any such direction, and no notice to Holders shall be required in connection with any such request or direction.

ARTICLE 2

THE NOTES

Section 2.1Forms Generally. The Notes and the Authenticating Agent’s certificate of authentication thereon (the “Certificate of Authentication”) shall be in substantially the forms required by this Article 2, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Issuer, executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

Section 2.2Forms of Notes and Certificate of Authentication.

(a)Form. The form of each Class of the Notes, including the Certificate of Authentication, shall be substantially as set forth in Exhibits A-1, A-2, A-3, B-1, B-2 and B-3 hereto.

(b)Global Notes and Definitive Notes.

(i)The Notes (other than the Income Notes) initially offered and sold in the United States to (or to U.S. Persons who are) QIBs may be represented by one or more permanent global notes in definitive, fully registered form without interest coupons with the applicable legend set forth in Exhibits A-1, A-2 and A-3 hereto added to the form of such Notes (each, a “Rule 144A Global Note”), which shall be registered in the name of Cede & Co., as the nominee of the Depository and deposited with the Note Administrator, as custodian for the Depository, duly executed by the Issuer and authenticated by the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from

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time to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(ii)The Notes initially offered and sold in the United States to (or to U.S. Persons who are) IAIs shall be, and the Notes offered and sold in the United States to (or to U.S. Persons who are) QIBs may be, issued in definitive form, registered in the name of the legal or beneficial owner thereof attached without interest coupons with the applicable legend set forth in Exhibits B-1, B-2 and B-3 hereto added to the form of such Notes (each, a “Definitive Note”), which shall be duly executed by the Issuer and authenticated by the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(iii)The Notes initially sold in offshore transactions in reliance on Regulation S shall be represented by one or more temporary global notes in definitive, fully registered form without interest coupons with the applicable legend set forth in Exhibits A-1 and A-2 hereto added to the form of such Notes (each, a “Temporary Regulation S Global Note”), which shall be deposited on behalf of the subscribers for such Notes represented thereby with the Note Administrator as custodian for the Depository and registered in the name of a nominee of the Depository for the respective accounts of Euroclear and Clearstream or their respective depositories, duly executed by the Issuer and authenticated by the Authenticating Agent as hereinafter provided.

(1)Prior to the expiration of the Restricted Period, beneficial interests in each Temporary Regulation S Global Note may be held only through Euroclear or Clearstream.

(2)During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Note shall only be made upon delivery to the Notes Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification.

(3)After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Note may be exchanged for an interest in the related permanent global note of the same Class (each, a “Regulation S Global Note”) in the applicable form set forth on Exhibits A-1 and A-2 hereto in accordance with the procedures set forth in Section 1.01(a)(v).

(4)After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Note shall not be made to the holders of such beneficial interests unless an exchange for a beneficial interest in the Regulation S Global Note of the same Class is improperly withheld or refused.

The aggregate principal amount of the Regulation S Global Notes and Temporary Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

(c)Book-Entry Provisions. This Section 2.2(c) shall apply only to Global Notes deposited with or on behalf of the Depository.

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The Issuer shall execute and the Authenticating Agent shall, in accordance with this Section 2.2(c), authenticate and deliver initially one or more Global Notes that shall be (i) registered in the name of the nominee of the Depository for such Global Note or Global Notes and (ii) delivered by the Note Administrator to such Depository or pursuant to such Depository’s instructions or held by the Note Administrator’s agent as custodian for the Depository.

Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Note Administrator, as custodian for the Depository or under the Global Note, and the Depository may be treated by the Issuer, the Trustee, the Note Administrator, the Servicer and the Special Servicer and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Note Administrator, the Servicer and the Special Servicer or any of their respective agents, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

(d)Delivery of Definitive Notes in Lieu of Global Notes. Except as provided in Section 2.10 hereof, owners of beneficial interests in a Class of Global Notes shall not be entitled to receive physical delivery of a Definitive Note.

Section 2.3Authorized Amount; Stated Maturity Date; and Denominations.

(a)The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to U.S.$1,217,359,326, except for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 hereof and (ii) any Deferred Interest.

Such Notes shall be divided into nine (9) Classes having designations and original principal amounts as follows:


Designation			Original Principal Amount
Class A Senior Secured Floating Rate Notes Due 2042			U.S.$706,068,000
Class A-S Second Priority Secured Floating Rate Notes Due 2042			U.S.$129,344,000
Class B Third Priority Secured Floating Rate Notes Due 2042			U.S.$91,302,000
Class C Fourth Priority Secured Floating Rate Notes Due 2042			U.S.$71,520,000
Class D Fifth Priority Secured Floating Rate Notes Due 2042			U.S.$42,608,000
Class E Sixth Priority Secured Floating Rate Notes Due 2042			U.S.$22,825,000
Class F Seventh Priority Secured Floating Rate Notes Due 2042			U.S.$42,608,000
Class G Eighth Priority Secured Floating Rate Notes Due 2042			U.S.$30,434,000
Income Notes Due 2042			U.S.$80,650,326

(b)The Notes shall be issuable in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1 in excess thereof (plus any residual amount).

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Section 2.4Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The signature of such Authorized Officers on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall bind the Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Authenticating Agent for authentication and the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise.

Each Note authenticated and delivered by the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication.

Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Note Administrator or by the Authenticating Agent by the manual signature of one of their Authorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.5Registration, Registration of Transfer and Exchange.

(a)The Issuer shall cause to be kept a register (the “Notes Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Note Administrator is hereby initially appointed “Notes Registrar” for the purpose of maintaining the Notes Registrar and registering Notes and transfers and exchanges of such Notes with respect to the Notes Register kept in the United States as herein provided. Upon any resignation or removal of the Notes Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Notes Registrar.

If a Person other than the Note Administrator is appointed by the Issuer as Notes Registrar, the Issuer shall give the Note Administrator prompt written notice of the appointment of a successor Notes Registrar and of the location, and any change in the location, of the Notes

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Register, and the Note Administrator shall have the right to inspect the Notes Register at all reasonable times and to obtain copies thereof and the Note Administrator shall have the right to rely upon a certificate executed on behalf of the Notes Registrar by an Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and numbers of such Notes. In addition, the Notes Registrar shall be required, within one (1) Business Day of each Record Date, to provide the Note Administrator with a copy of the Notes Registrar in the format required by, and with all accompanying information regarding the Noteholders as may reasonably be required by the Note Administrator.

Subject to this Section 2.5, upon surrender for registration of transfer of any Notes at the office or agency of the Issuer to be maintained as provided in Section 7.2, the Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination and of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for Notes of like terms, in any authorized denominations and of like aggregate principal amount, upon surrender of the Notes to be exchanged at the office or agency of the Issuer to be maintained as provided in Section 7.2. Whenever any Note is surrendered for exchange, the Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.

All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Notes Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Neither the Notes Registrar nor the Issuer shall be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption.

(b)No Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act and is exempt from the registration requirements under applicable securities laws of any state or other jurisdiction.

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(c)No Note may be offered, sold, resold or delivered, within the United States or to, or for the benefit of, U.S. Persons except in accordance with Section 2.5(e) below and in accordance with Rule 144A to QIBs or, solely with respect to Definitive Notes, IAIs or QIBs, in each case, who are also Qualified Purchasers purchasing for their own account or for the accounts of one or more QIBs or IAIs who are also Qualified Purchasers for which the purchaser is acting as fiduciary or agent. The Notes may be offered, sold, resold or delivered, as the case may be, in offshore transactions to non-U.S. Persons that are Qualified Purchasers in reliance on Regulation S. None of the Issuer, the Note Administrator, the Trustee or any other Person may register the Notes under the Securities Act or the securities laws of any state or other jurisdiction.

(d)Upon final payment due on the Stated Maturity Date of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Note Administrator or at the office of the Paying Agent (outside the United States if then required by applicable law in the case of a Note in definitive form issued in exchange for a beneficial interest in a Regulation S Global Note pursuant to Section 2.10).

(e)Transfers of Global Notes. Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depository, transfers of a Global Note, in whole or in part, shall be made only in accordance with Section 2.2(c) and this Section 2.5(e).

(i)Except as otherwise set forth below, transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee. Transfers of a Global Note to a Definitive Note may only be made in accordance with Section 2.10.

(i)Rule 144A Global Note to Temporary Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note that is a Secured Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Temporary Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Temporary Regulation S Global Note, such holder, provided such holder or, in the case of a transfer, the transferee is (A) not a U.S. Person and is acquiring such interest in an offshore transaction and (B) with respect to the Secured Notes that are Retained Notes, is a QIB or an IAI, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note. Upon receipt by the Note Administrator or the Notes Registrar of:

(1)instructions given in accordance with DTC’s procedures from an Agent Member directing the Note Administrator or the Notes Registrar to credit or cause to be credited a beneficial interest in the corresponding Temporary Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred;

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(2)a written order given in accordance with DTC’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase; and

(3)a duly completed certificate in the form of Exhibit C-3 hereto,

then the Note Administrator or the Notes Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Temporary Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions (which shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the corresponding Temporary Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

(ii)Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note that is a Secured Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder, provided such holder or, in the case of a transfer, the transferee is (A) not a U.S. Person and is acquiring such interest in an offshore transaction in reliance on Regulation S and (B) with respect to the Secured Notes that are Retained Notes, is a QIB or an IAI, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Note Administrator or the Notes Registrar of:

(1)instructions given in accordance with DTC’s procedures from an Agent Member directing the Note Administrator or the Notes Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred;

(2)a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC to be credited with such increase; and

(3)a duly completed certificate in the form of Exhibit C-3 hereto,

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Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Temporary Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

(iii)Rule 144A Global Note to Definitive Note. If, in accordance with Section 2.10, a holder of a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for a Definitive Note or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a Definitive Note in accordance with Section 2.10, such holder may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a Definitive Note. Upon receipt by the Note Administrator or the Notes Registrar of (A) a duly completed certificate substantially in the form of Exhibit C-3 and (B) appropriate instructions from DTC, if required, the Note Administrator or the Notes Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be transferred or exchanged, record the transfer in the Notes Register in accordance with Section 2.05(a) and upon execution by the Issuer, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes, registered in the names specified in the instructions described in clause (B) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in the Rule 144A Global Note transferred by the transferor).

(iv)Temporary Regulation S Global Note to Regulation S Global Note. Interests in a Temporary Regulation S Global Note as to which the Notes Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit C-7 hereto from the holder of a beneficial interest in such Temporary Regulation S Global Note, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Note of the same Class. The Notes Registrar shall effect such exchange by delivering to DTC for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Note, representing the aggregate note balance of interests in the Temporary Regulation S Global Note initially exchanged for interests in the Regulation S Global Note. Upon any exchange of interests in the Temporary Regulation S Global Note for interests in the Regulation S Global Note, the Notes Registrar shall endorse the Temporary Regulation S Global Note to reflect the reduction in the note balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global Note to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Note, and the Notes evidenced thereby, shall in all respects be entitled to the same benefits under this Indenture as the Regulation S Global Notes and Rule 144A Global Notes authenticated and delivered hereunder.

(v)Temporary Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Temporary Regulation S Global Note wishes at any time to exchange its interest in such Temporary Regulation S

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Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Temporary Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Note Administrator or the Notes Registrar of (1) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Notes Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Temporary Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase and (2) a duly completed certificate in the form of Exhibit C-5 attached hereto, then the Notes Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Temporary Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Note to be transferred or exchanged and the Notes Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Temporary Regulation S Global Note. Prior to the end of the Restricted Period with respect to the issuance of the Notes, transfers of interests in Temporary Regulation S Global Notes to U.S. Persons shall be limited to transfers made pursuant to this Section 2.05(e)(vi).

(vi)Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Note Administrator or the Notes Registrar of instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Notes Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, then the Notes Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Notes Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note.

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(vii)Regulation S Global Note to Definitive Note. If a holder of a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for a Definitive Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a Definitive Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for a Definitive Note. Upon receipt by the Note Administrator or the Notes Registrar of a duly completed transfer certificate substantially in the form of Exhibit C-3 hereto, certifying that such transferee is an IAI, then the Notes Registrar shall record the transfer in the Notes Register in accordance with Section 2.05(a) and, upon execution by the Issuer, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes, as applicable, registered in the names specified in the instructions described above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in the Regulation S Global Note transferred by the transferor). Notwithstanding anything to the contrary in this Indenture, under no circumstances shall Definitive Notes be issued to beneficial owners of a Temporary Regulation S Global Note.

(viii)Definitive Note to Rule 144A Global Note. If a holder of a Definitive Note wishes at any time to exchange its interest in such Definitive Note for a beneficial interest in a Rule 144A Global Note or to transfer such Definitive Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such Definitive Note for beneficial interest in a Rule 144A Global Note (provided that, except as otherwise provided in Section 2.02(b)(i), no IAI that is not a QIB may hold an interest in a Rule 144A Global Note). Upon receipt by the Note Administrator or the Notes Registrar of:

(1) a Holder’s Definitive Note properly endorsed for assignment to the transferee;

(2)a duly completed certificate substantially in the form of Exhibit C-2 attached hereto;

(3)instructions given in accordance with DTC’s procedures from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the Rule 144A Global Notes in an amount equal to the Definitive Notes to be transferred or exchanged; and

(4)a written order given in accordance with DTC’s procedures containing information regarding the participant’s account of DTC to be credited with such increase,

(5)the Note Administrator or the Notes Registrar shall cancel such Definitive Note in accordance herewith, record the transfer in the Notes Register in accordance with Section 2.05(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global

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Note equal to the principal amount of the Definitive Note transferred or exchanged.

(ix)Definitive Note to Temporary Regulation S Global Note. If a Holder of a Definitive Note that is a Secured Note wishes at any time to exchange its Definitive Note for an interest in the corresponding Temporary Regulation S Global Note, or to transfer such Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Temporary Regulation S Global Note, such holder, provided such holder or, in the case of a transfer, the transferee is (A) not a U.S. Person and is acquiring such interest in an offshore transaction in reliance on Regulation S and (B) with respect to the Secured Notes that are Retained Notes, is a QIB or an IAI, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note. Upon receipt by the Note Administrator or the Notes Registrar of:

(2)a written order given in accordance with DTC’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase;

(3)a Holder’s Definitive Note properly endorsed for assignment to the transferee; and

(4)a duly completed certificate in the form of Exhibit C-6-A attached hereto,

then the Note Administrator or the Notes Registrar shall cancel such Definitive Notes and increase the principal amount of the Temporary Regulation S Global Note by the aggregate principal amount of the Definitive Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions (which shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the corresponding Temporary Regulation S Global Note equal to the principal amount of Definitive Notes so cancelled.

(x)Definitive Note to Regulation S Global Note. If a Holder of a Definitive Note that is a Secured Note wishes at any time to exchange its Definitive Note for an interest in the corresponding Regulation S Global Note, or to transfer such Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder, provided such holder or, in the case of a transfer, the transferee is (A) not a U.S. Person and is acquiring such interest in an offshore transaction in reliance

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on Regulation S and (B) with respect to the Secured Notes that are Retained Notes, is a QIB or an IAI, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Note Administrator or the Notes Registrar of:

(1)instructions given in accordance with DTC’s procedures from an Agent Member directing the Note Administrator or the Notes Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Definitive Note to be exchanged or transferred;

(2)a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase;

(3)a Holder’s Definitive Note properly endorsed for assignment to the transferee; and

(4)a duly completed certificate in the form of Exhibit C-6-B attached hereto,

(ii)then the Note Administrator or the Notes Registrar shall cancel such Definitive Notes and increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the Definitive Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the principal amount of Definitive Notes so cancelled.

(iii)Other Exchanges. In the event that, pursuant to Section 2.10 hereof, a Global Note is exchanged for Definitive Notes, such Notes may be exchanged for one another only in accordance with such procedures as are substantially consistent with the provisions above (including certification requirements intended to ensure that such transfers are to a QIB or are to a non-U.S. Person, or otherwise comply with Rule 144A or Regulation S, as the case may be) and as may be from time to time adopted by the Issuer and the Note Administrator.

(f)Removal of Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in Exhibits A-1, A-2, A-3, B-1, B-2 and B-3 hereto, and if a request is made to remove such applicable legend on such Notes, the Notes so issued shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence, which may include an Opinion of Counsel of an attorney at law licensed to practice law in the State of New York (and addressed to the Issuer and the Note Administrator), as may be reasonably required by the Issuer to the effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S, as applicable, the 1940 Act or ERISA. So long as the Issuer is relying on an exemption under or promulgated pursuant to the 1940 Act, the Issuer shall not remove that portion of the legend required to maintain an exemption under or promulgated pursuant to the 1940 Act. Upon provision of such satisfactory evidence, as confirmed in writing by the Issuer to the Note Administrator, the Note Administrator, at the

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direction of the Issuer shall authenticate and deliver Notes that do not bear such applicable legend.

(g)Each beneficial owner of Regulation S Global Notes shall be deemed to make the representations and agreements set forth in Exhibit C-1 hereto.

(h)Each beneficial owner of Rule 144A Global Notes shall be deemed to make the representations and agreements set forth in Exhibit C-2 hereto.

(i)Each Holder of Definitive Notes shall make the representations and agreements set forth in the certificate attached as Exhibit C-3 hereto.

(j)Any purported transfer of a Note not in accordance with Section 2.5(a) shall be null and void and shall not be given effect for any purpose hereunder.

(k)Notwithstanding anything contained in this Indenture to the contrary, neither the Note Administrator nor the Notes Registrar (nor any other Transfer Agent) shall be responsible or liable for compliance with applicable federal or state securities laws (including, without limitation, the Securities Act or Rule 144A or Regulation S promulgated thereunder), the 1940 Act, ERISA or the Code (or any applicable regulations thereunder); provided, however, that if a specified transfer certificate or Opinion of Counsel is required by the express terms of this Section 2.5 to be delivered to the Note Administrator or Notes Registrar prior to registration of transfer of a Note, the Note Administrator and/or Notes Registrar, as applicable, is required to request, as a condition for registering the transfer of the Note, such certificate or Opinion of Counsel and to examine the same to determine whether it conforms on its face to the requirements hereof (and the Note Administrator or Notes Registrar, as the case may be, shall promptly notify the party delivering the same if it determines that such certificate or Opinion of Counsel does not so conform).

(l)If the Note Administrator has actual knowledge or is notified by the Issuer or the Collateral Manager that (i) a transfer or attempted or purported transfer of any interest in any Note was consummated in compliance with the provisions of this Section 2.5 on the basis of a materially incorrect certification from the transferee or purported transferee, (ii) a transferee failed to deliver to the Note Administrator any certification required to be delivered hereunder or (iii) the holder of any interest in a Note is in breach of any representation or agreement set forth in any certification or any deemed representation or agreement of such holder, the Note Administrator shall not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding holder of such interest in such Note that was not a Disqualified Transferee shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such Holder.

In addition, the Note Administrator may require that the interest in the Note referred to in (i), (ii) or (iii) in the preceding paragraph be transferred to any Person designated by the Issuer or the Collateral Manager at a price determined by the Issuer or the Collateral Manager, based upon its estimation of the prevailing price of such interest and each Holder, by acceptance of an interest in a Note, authorizes the Note Administrator to take such action. In any case, none of the Issuer, the Collateral Manager and the Note Administrator shall not be held responsible for any losses that may be incurred as a result of any required transfer under this Section 2.5(l).

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(m)Each Holder of Notes approves and consents to (i) the purchase of the Collateral Interests by the Issuer from the Seller on the Closing Date, (ii) the purchase of any Delayed Close Collateral Interest by the Issuer from the Seller on or prior to the Delayed Close Purchase Termination Date and (iii) any other transaction between the Issuer and the Collateral Manager or its Affiliates that is permitted under the terms of this Indenture or the Collateral Interest Purchase Agreement.

(n)As long as any Note is Outstanding, the Retained Notes, any retained or repurchased Notes, and the Membership Interests of the Issuer held by INCREF Sub-REIT, the Retention Holder or any other disregarded entity of INCREF Sub-REIT for U.S. federal income tax purposes may not be transferred (whether by means of an actual transfer or a transfer of a beneficial ownership for U.S. federal income tax purposes), pledged or hypothecated to any other Person (except to an Affiliate that is wholly-owned by INCREF Sub-REIT and is disregarded for U.S. federal income tax purposes) unless the Issuer receives a No Entity-Level Tax Opinion with respect to such transfer, pledge or hypothecation.

For the avoidance of doubt, the Indenture Accounts (including income, if any, earned on the investments of funds in such account) will be owned by INCREF Sub-REIT, if the Issuer is wholly-owned by INCREF Sub-REIT, or a subsequent REIT that wholly owns the Issuer, for U.S. federal income tax purposes. The Issuer shall provide to the Note Administrator (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the Closing Date, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Note Administrator as may be necessary (x) to reduce or eliminate the imposition of U.S. withholding taxes and (y) to permit the Note Administrator to fulfill its tax reporting obligations under applicable law with respect to the Indenture Accounts or any amounts paid to the Issuer. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, the Issuer shall timely provide to the Note Administrator accurately updated and complete versions of such IRS forms or other documentation. The Note Administrator shall have no liability to the Issuer or any other person in connection with any tax withholding amounts paid or withheld from the Indenture Accounts pursuant to applicable law arising from the Issuer’s failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Indenture Accounts absent the Note Administrator having first received (i) the requisite written investment direction from the Issuer with respect to the investment of such funds, and (ii) the IRS forms and other documentation required by this paragraph.

Section 2.6Mutilated, Defaced, Destroyed, Lost or Stolen Note. If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the Issuer, the Trustee, the Note Administrator and the relevant Transfer Agent (each, a “Specified Person”) evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to each Specified Person such security or indemnity as may be required by each Specified Person to save each of them and any agent of any of them harmless (an unsecured indemnity agreement delivered to the Note Administrator by an institutional investor with a net worth of at least $200,000,000 being deemed sufficient to satisfy such security or indemnity requirement), then, in the absence of notice to the Specified Persons that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and, upon Issuer Request (which Issuer Request shall be deemed to have been given upon receipt by the Note

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Administrator of a Note that has been signed by the Issuer), the Note Administrator shall cause the Authenticating Agent to authenticate and deliver, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and equal principal amount, registered in the same manner, dated the date of its authentication, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note and bearing a number not contemporaneously outstanding.

If, after delivery of such new Note, a bona fide purchaser of the predecessor Note presents for payment, transfer or exchange such predecessor Note, any Specified Person shall be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, and each Specified Person shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by such Specified Person in connection therewith.

In case any such mutilated, defaced, destroyed, lost or stolen Note has become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note without requiring surrender thereof except that any mutilated or defaced Note shall be surrendered.

Upon the issuance of any new Note under this Section 2.6, the Issuer may require the payment by the registered Holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Note Administrator) connected therewith.

Every new Note issued pursuant to this Section 2.6 in lieu of any mutilated, defaced, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer and such new Note shall be entitled, subject to the second paragraph of this Section 2.6, to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Notes.

Section 2.7Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved.

(a)Each Class of Notes shall accrue interest during each Interest Accrual Period at the Note Interest Rate applicable to such Class and such interest will be payable in arrears on each Payment Date on the Aggregate Outstanding Amount thereof on the first day of the related Interest Accrual Period (after giving effect to payments of principal thereof on such date), except as otherwise set forth below. Payment of interest on each Class of Notes will be subordinated to the payment of interest on each related Class of Notes senior thereto. Interest will cease to accrue on each Note, or in the case of a partial repayment, on such repaid part, from the date of repayment or the Stated Maturity Date unless payment of principal is improperly withheld or unless an Event of Default occurs with respect to such payments of principal. To the extent lawful and enforceable, interest on any interest that is not paid when due on the Class A Notes; or, if no Class A Notes are Outstanding, the Notes of the Controlling Class, shall accrue at the Note Interest Rate applicable to such Class until paid as provided herein.

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(b)(i) So long as any of the Class A Notes, the Class A-S Notes or the Class B Notes are outstanding, the Class C Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class C Notes and will not be considered “due and payable” until the Payment Date on which funds are available to pay such Class C Deferred Interest in accordance with the Priority of Payments, (ii) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes or the Class C Notes are outstanding, the Class D Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class D Notes and will not be considered “due and payable” until the Payment Date on which funds are available to pay such Class D Deferred Interest in accordance with the Priority of Payments, (iii) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes or the Class D Notes are outstanding, the Class E Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class E Notes and will not be considered “due and payable” until the Payment Date on which funds are available to pay such Class E Deferred Interest in accordance with the Priority of Payments, (iv) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes or the Class E Notes are outstanding, the Class F Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class F Notes and will not be considered “due and payable” until the Payment Date on which funds are available to pay such Class F Deferred Interest in accordance with the Priority of Payments and (v) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Class F Notes are outstanding, the Class G Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class G Notes and will not be considered “due and payable” until the Payment Date on which funds are available to pay such Class G Deferred Interest in accordance with the Priority of Payments. The failure to pay such Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Class F Deferred Interest or Class G Deferred Interest as a result of the operation of the Priority of Payments will not constitute an Event of Default under this Indenture.

(c)The principal of each Class of Notes matures at par and is due and payable on the date of the Stated Maturity for such Class, unless such principal has been previously repaid or unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise. Notwithstanding the foregoing, the payment of principal of each Class of Notes may only occur pursuant to the Priority of Payments. The payment of principal on any Note (x) may only occur after each Class more senior thereto is no longer Outstanding and (y) is subordinated to the payment on each Payment Date of the principal due and payable on each Class more senior thereto and certain other amounts in accordance with the Priority of Payments. Payments of principal on any Class of Notes that are not paid, in accordance with the Priority of Payments, on any Payment Date (other than the Payment Date which is the Stated Maturity Date (or the earlier date of Maturity) of such Class of Notes or any Redemption Date), because of insufficient funds therefor shall not be considered “due and payable” for purposes of Section 5.1(a) until the Payment Date on which such principal may be paid in accordance with the Priority of Payments or all Classes of Notes most senior thereto with respect to such Class have been paid in full. Payments of principal on the Notes in connection with a Clean-up Call, Tax Redemption, Auction Call Redemption or Optional Redemption will be made in accordance with Section 9.1 and the Priority of Payments.

(d)As a condition to the payment of principal of and interest on any Note without the imposition of U.S. withholding tax, the Issuer shall require certification acceptable to it to enable the Issuer, the Trustee, the Note Administrator and the Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Note under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other

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requirements under any such law or regulation. Such certification may include U.S. federal income tax forms (such as IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)), IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity or Certain U.S. Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), IRS Form W-8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholdings and Reporting), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income Is Effectively Connected with the Conduct of a Trade or Business in the United States) or any successors to such IRS forms). In addition, each of the Issuer, the Trustee or any Paying Agent may require certification acceptable to it to enable the Issuer to qualify for a reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments on its Collateral and otherwise as may be necessary or desirable to ensure compliance with all applicable laws. Each Holder and each beneficial owner of Notes agree to provide any certification requested pursuant to this Section 2.7(d) and to update or replace such form or certification in accordance with its terms or its subsequent amendments. Furthermore, the Issuer shall require, as a condition to payment without the imposition of U.S. withholding tax under the FATCA, information to comply with FATCA requirements pursuant to clause (xii) of the representations and warranties set forth under the third paragraph of Exhibit C-1 hereto, as deemed made pursuant to Section 2.5(g) hereto, or pursuant to clause (xiii) of the representations and warranties set forth under the third paragraph of Exhibit C-2 hereto, as deemed made pursuant to Section 2.5(h) hereto, or pursuant to clause (xi) of the representations and warranties set forth under the third paragraph of Exhibit C-3 hereto, made pursuant to Section 2.5(i) hereto, as applicable. Noteholders shall be required to provide to the Issuer, the Note Administrator or their agents all information, documentation or certifications acceptable to it to permit the Issuer or the Note Administrator to comply with its tax reporting obligations under applicable law, including any applicable cost basis reporting obligations.

(e)Payments in respect of interest on and principal on the Notes shall be payable by wire transfer in immediately available funds to a Dollar account maintained by the Holder or its nominee; provided that the Holder has provided wiring instructions to the Paying Agent on or before the related Record Date or, if wire transfer cannot be effected, by a Dollar check drawn on a bank in the United States, or by a Dollar check mailed to the Holder at its address in the Notes Register. The Issuer expects that the Depository or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note held by the Depository or its nominee, shall immediately credit the applicable Agent Members’ accounts with payments in amounts proportionate to the respective beneficial interests in such Global Note as shown on the records of the Depository or its nominee. The Issuer also expects that payments by Agent Members to owners of beneficial interests in such Global Note held through Agent Members will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of the Agent Members. Upon final payment due on the Maturity of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Note Administrator or at the office of the Paying Agent (or, to a foreign paying agent appointed by the Note Administrator outside of the United States if then required by applicable law, in the case of a Definitive Note issued in exchange for a beneficial interest in the Regulation S Global Note) on or prior to such Maturity. None of the Issuer, the Trustee, the Note Administrator or the Paying Agent will have any responsibility or liability with respect to any records maintained by the Holder of any Note with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein. In the case where any final payment of principal and interest is to be made on any Note (other than on the Stated Maturity Date thereof) the Issuer or, upon Issuer Request, the Note Administrator, in the name

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and at the expense of the Issuer, shall not more than thirty (30) nor fewer than five (5) Business Days prior to the date on which such payment is to be made, mail to the Persons entitled thereto at their addresses appearing on the Notes Register, a notice which shall state the date on which such payment will be made and the amount of such payment and shall specify the place where such Notes may be presented and surrendered for such payment.

(f)Subject to the provisions of Section 2.7(a) and Section 2.7(e) hereof, Holders of Notes as of the Record Date in respect of a Payment Date shall be entitled to the interest accrued and payable in accordance with the Priority of Payments and principal payable in accordance with the Priority of Payments on such Payment Date. All such payments that are mailed or wired and returned to the Paying Agent shall be held for payment as herein provided at the office or agency of the Issuer to be maintained as provided in Section 7.2 (or returned to the Trustee).

(g)Interest on any Note which is payable, and is punctually paid or duly provided for, on any Payment Date shall be paid to the Person in whose name that Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.

(h)Payments of principal to Holders of the Notes of each Class shall be made in the proportion that the Aggregate Outstanding Amount of the Notes of such Class registered in the name of each such Holder on such Record Date bears to the Aggregate Outstanding Amount of all Notes of such Class on such Record Date.

(i)Interest accrued with respect to the Notes shall be calculated as described in the applicable form of Note attached hereto.

(j)All reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment Date, Redemption Date or upon Maturity shall be binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

(k)Notwithstanding anything contained in this Indenture to the contrary, the obligations of the Issuer under the Notes, this Indenture and the other Transaction Documents from time to time and at any time are limited recourse obligations of the Issuer. The Notes and the obligations of the Issuer under this Indenture and the other Transaction Documents are payable solely from the Collateral available at such time and, following realization of the Collateral, all obligations of the Issuer and any claims of the Noteholders, the Trustee or any other parties to any Transaction Documents, shall (in each case) be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Notes against any Officer, manager, director, employee, member, shareholder, limited partner or incorporator of the Issuer or any of their respective successors or assigns for any amounts payable under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture (to the extent it relates to the obligation to make payments on the Notes) until such Collateral have been realized, whereupon any outstanding indebtedness or obligation in respect of the Notes, this Indenture and the other Transaction Documents shall be extinguished and shall not thereafter revive. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the

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nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.

(l)Subject to the foregoing provisions of this Section 2.7, each Note delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights of unpaid interest and principal that were carried by such other Note.

(m)Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Notes (but subject to Section 2.7(f) and (i)), if the Notes have become or been declared due and payable following an Event of Default and such acceleration of Maturity and its consequences have not been rescinded and annulled and the provisions of Section 5.5 are not applicable, then payments of principal of and interest on such Notes shall be made in accordance with Section 5.7 hereof.

Section 2.8Persons Deemed Owners. The Issuer, the Trustee, the Note Administrator, the Servicer, the Special Servicer, and any of their respective agents may treat as the owner of a Note the Person in whose name such Note is registered on the Notes Register on the applicable Record Date for the purpose of receiving payments of principal of and interest and other amounts on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and none of the Note Administrator, the Servicer, the Special Servicer, or any of their respective agents shall be affected by notice to the contrary; provided, however, that the Depository, or its nominee, shall be deemed the owner of the Global Notes, and owners of beneficial interests in Global Notes will not be considered the owners of any Notes for the purpose of receiving notices.

Section 2.9Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption, or deemed lost or stolen, shall, upon delivery to the Notes Registrar, be promptly canceled by the Notes Registrar and may not be reissued or resold. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.9, except as expressly permitted by this Indenture. All canceled Notes held by the Notes Registrar shall be destroyed or held by the Notes Registrar in accordance with its standard retention policy. Notes of the most senior Class Outstanding that are held by the Issuer, the Collateral Manager or any of their respective Affiliates (and not Notes of any other Class) may be submitted to the Notes Registrar for cancellation at any time.

Section 2.10Global Notes; Definitive Notes; Temporary Notes.

(a)Definitive Notes. Definitive Notes shall only be issued in the following limited circumstances:

(i)at the discretion of the Issuer, at the direction of the Collateral Manager, with respect to any Class of Notes,

(ii)upon Transfer of Global Notes to an IAI or a QIB in accordance with the procedures set forth in Section 2.5(e)(ii), Section 2.5(e)(iii) or Section 2.5(e)(iv);

(iii)if a holder of a Definitive Note wishes at any time to exchange such Definitive Note for one or more Definitive Notes or transfer such Definitive Note to a transferee who wishes to take delivery thereof in the form of a Definitive Note in accordance with this Section 2.10, such holder may effect such exchange or transfer upon receipt by the Notes Registrar of (A) a Holder’s Definitive Note properly endorsed for assignment to the transferee, and (B) duly completed certificates in the form of Exhibit C-3, upon receipt of which

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the Notes Registrar shall then cancel such Definitive Note in accordance herewith, record the transfer in the Notes Register in accordance with Section 2.5(a) and upon execution by the Issuer, the Authenticating Agent shall authenticate and deliver one or more Definitive Notes bearing the same designation as the Definitive Note endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Definitive Note surrendered by the transferor);

(iv)in the event that the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for a Global Note or if at any time such Depository ceases to be a “Clearing Agency” registered under the Exchange Act and a successor depository is not appointed by the Issuer within 90 days of such notice, the Global Notes deposited with the Depository pursuant to Section 2.2 hereof shall be transferred to the beneficial owners thereof subject to the procedures and conditions set forth in this Section 2.10.

(b)Any Global Note that is exchanged for a Definitive Note shall be surrendered by the Depository to the Note Administrator’s Corporate Trust Office together with necessary instruction for the registration and delivery of a Definitive Note to the beneficial owners (or such owner’s nominee) holding the ownership interests in such Global Note. Any such transfer shall be made, without charge, and the Authenticating Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of the same Class and authorized denominations. Any Definitive Notes delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.5(f), bear the applicable legend set forth in Exhibit A-2 and B-2, as applicable and shall be subject to the transfer restrictions referred to in such applicable legend. The Holder of each such registered individual Global Note may transfer such Global Note by surrendering it at the Corporate Trust Office of the Note Administrator, or at the office of the Paying Agent.

(c)Subject to the provisions of Section 2.10(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d)[Reserved]

(e)In the event of the occurrence of either of the events specified in Section 2.10(a) above, the Issuer shall promptly make available to the Notes Registrar a reasonable supply of Definitive Notes.

Pending the preparation of Definitive Notes pursuant to this Section 2.10, the Issuer may execute and, upon Issuer Order, the Authenticating Agent shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denomination, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Definitive Notes may determine, as conclusively evidenced by their execution of such Definitive Notes.

If temporary Definitive Notes are issued, the Issuer shall cause permanent Definitive Notes to be prepared without unreasonable delay. The Definitive Notes shall be printed, lithographed, typewritten or otherwise reproduced, or provided by any combination thereof, or in any other manner permitted by the rules and regulations of any applicable notes exchange, all as

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determined by the Officers executing such Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the applicable temporary Definitive Notes at the office or agency maintained by the Issuer for such purpose, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Definitive Note, the Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, in exchange therefor the same aggregate principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

Section 2.11U.S. Tax Treatment of Notes and the Issuer.

(a)The Issuer intends that, for U.S. federal income tax purposes, (i) the Notes (unless held by INCREF Sub-REIT or any entity disregarded as separate from INCREF Sub-REIT for U.S. federal income tax purposes) be treated as debt, (ii) 100% of the Retained Notes, 100% of the Membership Interests and 100% of the retained or repurchased Notes be beneficially owned by the Retention Holder or any other disregarded entity of INCREF Sub-REIT for U.S. federal income tax purposes, (iii) the Issuer be treated as a Qualified REIT Subsidiary (unless the Issuer has received a No Entity-Level Tax Opinion) and (iv) the Income Notes be treated as an equity interest in the Issuer. Each prospective purchaser and any subsequent transferee of a Note or any interest therein shall, by virtue of its purchase or other acquisition of such Note or interest therein, be deemed to have agreed to treat such Note in a manner consistent with the preceding sentence for U.S. federal income tax purposes.

(b)The Issuer shall account for the Notes, and prepare any reports to Noteholders and tax authorities consistent with the intentions expressed in Section 2.11(a) above.

(c)Each Holder of Notes shall timely furnish to the Issuer or its agents any completed U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Foreign Status of Beneficial Owner for the United States Tax Withholding and Reporting (Entities)), IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), IRS Form W-8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholdings and Reporting), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income is Effectively Connected with the Conduct of a Trade or Business in the United States) or any successors to such IRS forms that the Issuer or its agents may reasonably request and shall update or replace such forms or certification in accordance with its terms or its subsequent amendments. Furthermore, Noteholders shall timely furnish any information required pursuant to Section 2.7(d).

(d)The Retention Holder, by acceptance of the Retained Notes and the Membership Interests, agrees to take no action inconsistent with such treatment and, for so long as any Note is outstanding, agrees not to sell, transfer, convey, setover, pledge or encumber any Retained Notes and/or the Membership Interests, except to the extent permitted pursuant to Section 2.5(n).

Section 2.12Authenticating Agents. Upon the request of the Issuer, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant to this Indenture, appoint one (1) or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance,

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transfers and exchanges under Section 2.4, Section 2.5, Section 2.6 and Section 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.12 shall be deemed to be the authentication of Notes by the Note Administrator.

Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Note Administrator, the Trustee and the Issuer. The Note Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Trustee and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Note Administrator shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer.

The Note Administrator agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Note Administrator shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of Section 2.9, Section 6.4 and Section 6.5 hereof shall be applicable to any Authenticating Agent.

Section 2.13Forced Sale on Failure to Comply with Restrictions.

(a)Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a Note or interest therein to a Person who is determined not to have been both (i) (A) a QIB or an IAI or (B) a non-U.S. Persons acquiring such Note or interest in reliance on Regulation S and (ii) a Qualified Purchaser at the time of acquisition of the Note or interest therein shall be null and void and any such proposed transfer of which the Issuer, the Note Administrator or the Trustee shall have written notice (which includes via electronic mail) may be disregarded by the Issuer, the Note Administrator and the Trustee for all purposes.

(b)If the Issuer determines that any Holder of a Note has not satisfied the applicable requirement described in Section 2.13(a) above (any such Person a “Non-Permitted Holder”), then the Issuer shall promptly after discovery that such Person is a Non-Permitted Holder by the Issuer, a Trust Officer of the Note Administrator or a Trust Officer of the Trustee (and notice by the Note Administrator or the Trustee to the Issuer (if a Trust Officer has actual knowledge and makes such discovery)), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest to a Person that is not a Non-Permitted Holder within 30 days (ten days in the case of a Non-Permitted Holder for ERISA-related reasons) of the date of such notice. If such Non-Permitted Holder fails to so transfer its Note or interest therein, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Note or interest therein to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer, or a third party acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one

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or more brokers or other market professionals that regularly deal in securities similar to the Note, and selling such Note to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion. The Holder of such Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the Note, agrees to cooperate with the Issuer and the Note Administrator to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this Section 2.13(b) shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any Person having an interest in the Note sold as a result of any such sale or exercise of such discretion.

Section 2.14No Gross Up. The Issuer shall not be obligated to pay any additional amounts to the Holders or beneficial owners of the Notes as a result of any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges.

Section 2.15Credit Risk Retention. The Securitization Sponsor shall timely deliver (or cause to be timely delivered) to the Note Administrator any notices contemplated by Section 10.12(a)(v) of this Indenture.

Section 2.16Benchmark Transition Event.

(a)After the occurrence of a Benchmark Transition Event and the related Benchmark Replacement Date with respect to the then-current Benchmark, such Benchmark and the related Benchmark Determination Date for such Benchmark will be replaced with the applicable Benchmark Replacement on the Benchmark Determination Date for such Benchmark Replacement as determined by the Designated Transaction Representative. The Designated Transaction Representative will provide written notice of such determination of the Benchmark Replacement to the Issuer, the Advancing Agent, the Trustee, the Note Administrator, the Servicer, the Calculation Agent (if different from the Note Administrator) and the 17g-5 Information Provider (who will be required to promptly post such notice to the Rule 17g-5 Website) no later than the earlier of (i) five Business Days after such determination of the Benchmark Replacement and (ii) five Business Days before the related Benchmark Replacement Date. Notwithstanding the occurrence of a Benchmark Transition Event, amounts payable on the Notes will be determined with respect to the then-current Benchmark (which may be Term SOFR as determined in accordance with the provisions of this Indenture) until the occurrence of the related Benchmark Replacement Date.

(b)[Reserved].

(c)In connection with the selection of a Benchmark Replacement, the Designated Transaction Representative shall have the right to direct the parties hereto to enter into a supplemental indenture in accordance with Section 8.1(b)(iv) to make such Benchmark Replacement Conforming Changes, if any, as the Designated Transaction Representative determines may be necessary or desirable to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement.

(d)[Reserved].

(e)Any determination, implementation, adoption, decision, proposal or election that may be made by the Designated Transaction Representative pursuant to this Section 2.16, with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or Benchmark Replacement

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Conforming Changes including any determination with respect to a tenor, observation period, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall be conclusive and binding on the parties hereto and the Noteholders absent manifest error, may be made in the sole discretion of the Designated Transaction Representative and may be relied upon by the Issuer, the Note Administrator, the Trustee, the Calculation Agent, the Collateral Manager, the Servicer and the Special Servicer without investigation.

(f)Notwithstanding anything to the contrary in this Indenture, the Designated Transaction Representative may send any notices with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other determination or selection made under this Section 2.16 by email (or other electronic communication).

(g)Each holder of an interest in any Note, by the acceptance of its interest, shall be deemed to have irrevocably (i) agreed that the Designated Transaction Representative shall have no liability for any action taken or omitted by it or its agents in the performance of its role as Designated Transaction Representative and (ii) released the Designated Transaction Representative from any claim or action whatsoever relating to its performance as Designated Transaction Representative.

Section 2.17Subdivision of Income Notes

(a)The Income Notes shall be deemed to be subdivided into three payment components: (1) one component (the “Class P Component”) having a component note balance from time to time equal to the Aggregate Outstanding Portfolio Balance minus the Aggregate Outstanding Amount of all Classes of Notes (other than the Income Notes) (the “Class P Component Note Balance”), (2) one component (the “Class X Component”) having a reference balance from time to time equal to the Aggregate Outstanding Portfolio Balance minus the Aggregate Outstanding Amount of all Classes of Notes (other than the Income Notes) (the “Class X Component Reference Amount”) and (3) one residual component (the “Class R Component” and, together with the Class P Component and the Class X Component, the “Income Note Components”).

(b)Deemed Payments to Income Note Components.

(i)Interest Proceeds to be distributed to the Holders of the Income Notes under this Indenture shall be distributed to the Class X Component. The component note rate on the Class X Component will equal the product of (a) the difference between (1) the weighted average interest rate of the Collateral Interests as of the end of the related Due Period and (2) the total interest expense on all Classes of Notes (other than the Income Notes) as of the end of the related Due Period, such aggregate expressed as a percentage of the Aggregate Outstanding Portfolio Balance and (b) a fraction with (1) the numerator equal to the Aggregate Outstanding Portfolio Balance and (2) the denominator equal to the Class X Component Reference Amount. Such component note rate will be applied to the Class X Component Reference Amount.

(ii)Principal Proceeds to be distributed to the Holders of the Income Notes under this Indenture shall be distributed to the Class P Component, based on the Class P Component Note Balance, until the Class P Component Note Balance has been reduced to zero.

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(iii)The Class R Component shall be entitled to any amount remaining after all payments to the Class P Component and the Class X Component have been made in accordance with the priority of payments described herein.

(a)For the avoidance of doubt, the Note Administrator shall make computations, distributions and reports with respect to the Income Notes without regard to the Income Note Components and the payments described in this Section 2.17, and the Note Administrator shall not be responsible for any tax filings or reporting in respect of the Income Notes.

ARTICLE 3

CONDITIONS PRECEDENT; PLEDGED COLLATERAL INTERESTS

Section 3.1General Provisions. The Notes to be issued on the Closing Date shall be executed by the Issuer upon compliance with Section 3.2 and shall be delivered to the Authenticating Agent for authentication and thereupon the same shall be authenticated and delivered by the Authenticating Agent upon Issuer Request. The Issuer shall cause the following items to be delivered to the Trustee on or prior to the Closing Date:

(a)an Officer’s Certificate of the Issuer (i) evidencing the authorization by Board Resolution of the execution and delivery of this Indenture, the Servicing Agreement, the Future Funding Agreement, the Placement Agreement and related documents, the execution, authentication and delivery of the Notes and specifying the Stated Maturity Date of each Class of Notes, the principal amount of each Class of Notes and the applicable Note Interest Rate of each Class of Notes to be authenticated and delivered, and (ii) certifying that (A) the attached copy of the Board Resolution is a true and complete copy thereof, (B) such resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (C) the Issuer Managers or Officers or the Issuer authorized to execute and deliver the documents referenced in clause (a)(i) above hold the offices and have the signatures indicated thereon;

(b)[reserved];

(c)an opinion of Sidley Austin LLP (which opinion may be limited to the laws of the State of New York and the federal law of the United States and may assume, among other things, the correctness of the representations and warranties made or deemed made by the owners of Notes pursuant to Section 2.5(g), Section 2.5(h) and Section 2.5(i)) dated the Closing Date, as to certain matters of New York law and certain United States federal income tax and securities law matters, in a form satisfactory to the Placement Agents;

(d)an opinion of Sidley Austin LLP, special counsel to the Issuer dated the Closing Date, relating to the validity of the Grant hereunder and the perfection of the Trustee’s security interest in the Collateral;

(e)opinions of Sidley Austin LLP, counsel to the Issuer, INCREF Investments and the Seller, regarding (i) certain true sale and non-consolidation matters with respect to the Issuer and (ii) certain corporate, enforceability and tax matters and 1940 Act issues with respect to the Issuer, the Retention Holder, the Seller, the Collateral Manager, the Advancing Agent and INCREF Investments;

(f)an opinion of Alston & Bird LLP, special counsel to INCREF Sub-REIT, dated the Closing Date, regarding its qualification and taxation as a REIT;

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(g)opinions of Richards, Layton & Finger P.A., special Delaware counsel to the Issuer and the Retention Holder, dated the Closing Date, regarding certain issues of Delaware law and regarding authority to file bankruptcy;

(h)an opinion of Richards, Layton & Finger P.A., special Delaware counsel to Seller, INCREF Investments and Collateral Manager, dated the Closing Date, regarding certain issues of Delaware law;

(i)an opinion of Polsinelli PC, counsel to the Servicer, dated the Closing Date, regarding certain issues of New York law and United States law, in a form satisfactory to the Trustee;

(j)an opinion of Pierson Ferdinand LLP, counsel to the Special Servicer, dated the Closing Date, regarding certain issues of New York law and United States law, in a form satisfactory to the Trustee;

(k)an opinion of Alston & Bird LLP, counsel to Wilmington Trust, National Association, regarding certain matters of United States and New York law;

(l)an opinion of Alston & Bird LLP, counsel to Computershare Trust Company, National Association, regarding certain matters of United States and New York law;

(m)an opinion of Dorsey & Whitney LLP, counsel to the Issuer, regarding certain matters of Minnesota law;

(n)an Officer’s Certificate given on behalf of the Issuer and without personal liability, stating that the Issuer is not in Default under this Indenture and that the issuance of the Notes by the Issuer will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Governing Documents of the Issuer, any indenture or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for have been complied with and that all expenses due or accrued with respect to the offering or relating to actions taken on or in connection with the Closing Date have been paid;

(o)[reserved];

(p)executed counterparts of the Collateral Interest Purchase Agreement, the Servicing Agreement, the Collateral Management Agreement, the Advisory Committee Member Agreement, the Future Funding Agreement, the Participation Agreements, the Placement Agreement and the Securities Account Control Agreements.

(q)an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Collateral Interests in the data tape, dated May 7, 2025, an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Collateral Interests in the Preliminary Offering Memorandum of the Issuer, dated May 7, 2025, and the Structural and Collateral Term Sheet dated April 28, 2025, and an Accountant’s Report on applying Agreed-Upon Procedures with respect to certain information concerning the Collateral Interests in the Offering Memorandum;

(r)evidence of preparation for filing at the appropriate filing office in the State of Delaware of a financing statement, on behalf of the Issuer, relating to the perfection of

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the lien of this Indenture in that Collateral in which a security interest may be perfected by filing under the UCC;

(s)an Issuer Order executed by the Issuer directing the Authenticating Agent to (i) authenticate the Notes specified therein, in the amounts set forth therein and registered in the name(s) set forth therein and (ii) deliver the authenticated Notes as directed by the Issuer;

(t)the EU/UK Risk Retention Letter; and

(u)the Future Funding Indemnitor certification pursuant to Section 12.5(b).

Section 3.2Security for Notes. Prior to the issuance of the Notes on the Closing Date, the Issuer shall cause the following conditions to be satisfied:

(a)Grant of Security Interest; Delivery of Collateral Interests. The Grant pursuant to the Granting Clauses of this Indenture of all of the Issuer’s right, title and interest in and to the Collateral and the transfer of all Closing Date Collateral Interests acquired in connection therewith purchased by the Issuer on the Closing Date (as set forth in Schedule A hereto) to the Trustee, without recourse (except as expressly provided in each applicable Collateral Interest Purchase Agreement), in the manner provided in Section 3.3(a) and the crediting to the Custodial Account by the Securities Intermediary of such Closing Date Collateral Interests.

(b)Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee and the Note Administrator, to the effect that, in the case of each Cut-off Date Collateral Interest pledged to the Trustee for inclusion in the Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date:

(i)the Issuer is the owner of such Cut-off Date Collateral Interest free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date;

(ii)the Issuer has acquired its ownership in such Cut-off Date Collateral Interest in good faith without notice of any adverse claim, except as described in paragraph (i) above;

(iii)the Issuer has not assigned, pledged or otherwise encumbered any interest in such Cut-off Date Collateral Interest (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;

(iv)the Loan Documents with respect to such Cut-off Date Collateral Interest do not prohibit the Issuer from Granting a security interest in and assigning and pledging such Cut-off Date Collateral Interest to the Trustee;

(v)the information set forth with respect to each such Cut-off Date Collateral Interest in Schedule A is true correct;

(vi)the Cut-off Date Collateral Interests included in the Collateral satisfy the requirements of Section 3.2(a);

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(vii)(1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Cut-off Date Collateral Interests pledged to the Trustee for inclusion in the Collateral on the Closing Date; and

(1)upon the delivery of (A) with respect to each Collateral Interest (other than a Collateral Interest that is a Participation in a Non-Serviced Loan), each mortgage note evidencing the obligations of the borrowers under the related Mortgage Loan, and/or each Participation Agreement and participation certificate (if any) evidencing such Collateral Interest (if applicable), and (B) with respect to each Collateral Interest that is a Participation in a Non-Serviced Loan, the Participation Agreement and participation certificate or promissory note (if any) evidencing such Collateral Interest, in each case to the Custodian on behalf of the Trustee, at the Custodian’s office in Minneapolis, Minnesota, the Trustee’s security interest in all Collateral Interests shall be a validly perfected, first priority security interest under the UCC as in effect in the State of Minnesota.

(c)Rating Letters. The Issuer’s receipt of a signed letter from the Rating Agencies confirming that (i) the Class A Notes have been issued with a rating of at least “Aaa(sf)” by Moody’s and “AAAsf” by Fitch, (ii) the Class A-S Notes have been issued with a rating of at least “AAAsf” by Fitch, (iii) the Class B Notes have been issued with a rating of at least “AA-sf” by Fitch, (iv) the Class C Notes have been issued with a rating of at least “A-sf” by Fitch, (v) the Class D Notes have been issued with a rating of at least “BBBsf” by Fitch, (vi) the Class E Notes have been issued with a rating of at least “BBB-sf” by Fitch, (vii) the Class F Notes have been issued with a rating of at least “BB-sf” by Fitch and (viii) the Class G Notes have been issued with a rating of at least “B-sf” by Fitch, and that such ratings are in full force and effect on the Closing Date.

(d)Accounts. Evidence of the establishment of the Indenture Accounts, the Collection Account and the Partitioned Loan Collection Account.

(e)Deposit to Expense Reserve Account. On the Closing Date, the Issuer shall deposit U.S.$150,000 into the Expense Reserve Account from the gross proceeds of the offering of the Notes.

(f)Deposit to Unused Proceeds Account. On the Closing Date, the Issuer shall deposit into the Unused Proceeds Account U.S.41,300,000, which is equal to the maximum Principal Balance of Ramp-Up Collateral Interests that may be acquired.

(g)Issuance of Income Notes. The Issuer shall have confirmed that the Income Notes have been, or contemporaneously with the issuance of the Secured Notes will be, (i) issued by the Issuer and (ii) acquired in their entirety by the Retention Holder.

Section 3.3Transfer of Collateral.

(a)Computershare Trust Company, National Association, acting through its Document Custody division, as document custodian (in such capacity, the “Custodian”), is hereby appointed as Custodian to hold all of the mortgage notes or participation certificates required to be delivered to it by the Issuer on the Closing Date or on the closing date of the acquisition of any Collateral Interest acquired after the Closing Date, at its office in Minneapolis, Minnesota. Any successor to the Custodian shall be a U.S. state or national bank or trust company that is not an Affiliate of the Issuer and has capital and surplus of at least U.S.$200,000,000 and whose long-term senior unsecured debt obligations are rated at least “Baal” by

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Moody’s and “A” by Fitch. Subject to the limited right to relocate Collateral set forth in Section 7.5(b), the Custodian shall hold all Loan Documents at its Corporate Trust Office.

(b)All Eligible Investments and other investments purchased in accordance with this Indenture in the respective Accounts in which the funds used to purchase such investments shall be held in accordance with Article 10 and, in respect of each Indenture Account, the Trustee on behalf of the Secured Parties shall have entered into a securities account control agreement with the Issuer, as debtor, the Note Administrator, Computershare Trust Company, National Association, as “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC as in effect in the State of New York) (together with its permitted successors and assigns in the trusts hereunder, the “Securities Intermediary”), and the Trustee (the “Securities Account Control Agreement (Indenture Accounts)”) providing, inter alia, that the establishment and maintenance of such Indenture Account will be governed by the law of the State of New York. The security interest of the Trustee in Collateral shall be perfected and otherwise evidenced as follows:

(i)in the case of such Collateral consisting of Security Entitlements, by the Issuer (A) causing the Securities Intermediary, in accordance with the Securities Account Control Agreement (Indenture Accounts), to indicate by book entry that a Financial Asset has been credited to the Custodial Account and (B) causing the Securities Intermediary to agree pursuant to the Securities Account Control Agreement (Indenture Accounts) that it will comply with Entitlement Orders originated by or on behalf of the Trustee with respect to each such Security Entitlement without further consent by the Issuer;

(ii)in the case of Collateral that consist of General Intangibles and all other Collateral of the Issuer in which a security interest may be perfected by filing a financing statement under Article 9 of the UCC as in effect in the State of Delaware, filing or causing the filing of a UCC financing statement naming the Issuer as debtor and the Trustee as secured party, which financing statement reasonably identifies all such Collateral, with the Secretary of State of the State of Delaware;

(iii)in the case of Collateral that consists of Instruments or Certificated Securities (the “Minnesota Collateral”), to the extent that any such Minnesota Collateral does not constitute a Financial Asset forming the basis of a Security Entitlement acquired by the Trustee pursuant to clause (i), by the Issuer causing (A) the Custodian, on behalf of the Trustee, to acquire possession of such Minnesota Collateral in the State of Minnesota or (B) another Person (other than the Issuer or a Person controlling, controlled by, or under common control with, the Issuer) (1) to (x) take possession of such Minnesota Collateral in the State of Minnesota and (y) authenticate a record acknowledging that it holds such possession for the benefit of the Trustee or (2) to (x) authenticate a record acknowledging that it will hold possession of such Minnesota Collateral for the benefit of the Trustee and (y) take possession of such Minnesota Collateral in the State of Minnesota; and

(iv)in the case of Collateral that consists of Cash on deposit in any Servicing Account managed by the Servicer or Special Servicer pursuant to the terms of the Servicing Agreement, to deposit such Cash in a Servicing Account, which Servicing Account is in the name of the Servicer or Special Servicer on behalf of the Trustee.

(c)The Issuer shall prepare and file or cause to be filed, at the Issuer’s expense, a UCC Financing Statement describing the Issuer as debtor, the Indenture Trustee as secured party and the collateral covered thereby as “all assets of the Debtor, whether now owned or existing or hereafter acquired or arising” or words of similar effect or import notwithstanding

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that such collateral description may be broader in scope than the Collateral described in this Indenture.

(d)Without limiting the foregoing, the Trustee shall cause the Note Administrator to take such different or additional action as the Trustee may be advised by advice of counsel to the Trustee, Note Administrator or the Issuer (delivered to the Trustee and the Note Administrator) is reasonably required in order to maintain the perfection and priority of the security interest of the Trustee in the event of any change in applicable law or regulation, including Articles 8 and 9 of the UCC and Treasury Regulations governing transfers of interests in Government Items (it being understood that the Note Administrator shall be entitled to rely upon an Opinion of Counsel, including an Opinion of Counsel delivered in accordance with Section 3.1(d), as to the need to file any financing statements or continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made).

(e)Without limiting any of the foregoing, in connection with each Grant of a Collateral Interest hereunder, the Issuer shall deliver (or cause to be delivered by the Seller) to the Custodian the following documents (collectively, the “Collateral Interest File”):

(i)if such Collateral Interest is a Mortgage Loan or a Combined Loan:

(1)the original mortgage note(s) or promissory note(s), and/or mezzanine note(s), as applicable, bearing all intervening endorsements, endorsed in blank or endorsed “Pay to the order of INCREF 2025-FL1 LLC, without recourse,” and signed in the name of the last endorsee by an authorized Person;

(2)an original blanket assignment of all unrecorded documents with respect to such Mortgage Loan or Combined Loan to the Issuer or in the name of the Issuer;

(3)the original of any guarantee executed in connection with the promissory note, if any;

(4)with respect to a Mortgage Loan, the original mortgage with evidence of recording thereon, or a copy thereof together with an Officer’s Certificate of the Issuer (or the Seller) certifying that such represents a true and correct copy of the original and that such original has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required;

(5)the originals of all assumption, modification, consolidation or extension agreements with evidence of recording thereon (or a copy thereof together with an Officer’s Certificate of the Issuer (or the Seller) certifying that such represents a true and correct copy of the original and that such original has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required), together with any other recorded document relating to the Mortgage Loan otherwise included in the Collateral Interest File;

(6)with respect to a Mortgage Loan, the original assignment of mortgage in blank or in the name of the Issuer, in form and substance acceptable for recording and signed in the name of the last endorsee;

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(7)with respect to a Mortgage Loan, the originals of all intervening assignments of mortgage, if any, with evidence of recording thereon, showing an unbroken chain of title from the originator thereof to the last endorsee, or copies thereof together with an Officer’s Certificate of the Issuer certifying that such represent true and correct copies of the originals and that such originals have each been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required;

(8)with respect to a Mortgage Loan, an original or a copy (which may be in the form of an electronically issued title policy) mortgagee policy of title insurance or a conformed version of the mortgagee’s title insurance commitment either marked as binding for insurance or attached to an escrow closing letter, countersigned by the title company or its authorized agent if the original mortgagee’s title insurance policy has not yet been issued;

(9)with respect to a Mortgage Loan, the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage Loan, if any;

(10)with respect to a Mortgage Loan, the original assignment of leases and rents, if any, with evidence of recording thereon, or a copy thereof together with an Officer’s Certificate of the Issuer certifying that such copy represents a true and correct copy of the original that has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required;

(11)with respect to a Mortgage Loan, the original assignment of any assignment of leases and rents in blank or in the name of the Issuer, in form and substance acceptable for recording;

(12)a filed copy of the UCC-1 financing statements with evidence of filing thereon, and UCC-3 assignments in blank, which UCC-3 assignments shall be in form and substance acceptable for filing;

(13)with respect to a Combined Loan, an original or a copy (which may be in electronic form) of the lender’s UCC title insurance policy for the related Mezzanine Loan and a copy of the owner’s title insurance policy (with a mezzanine endorsement and assignment of title proceeds) or a conformed version of the lender’s UCC title insurance policy commitment or owner’s title insurance policy commitment, as applicable, for the related Mezzanine Loan, either marked as binding for insurance or attached to an escrow closing letter, countersigned by the title company or its authorized agent if such original title insurance policy has not yet been issued;

(14)the original of any related loan agreement;

(15)the original of any related guarantee;

(16)the original of the environmental indemnity agreement, if any;

(17)the original of any general collateral assignment of all other documents held by the Issuer in connection with the Mortgage Loan;

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(18)an original of any disbursement letter from the collateral obligor to the original mortgagee;

(19)an original of the survey of the related Mortgaged Properties;

(20)a copy of any property management agreements;

(21)a copy of any ground leases;

(22)a copy of any related environmental insurance policy and environmental report with respect to the related Mortgaged Properties;

(23)with respect to any Mortgage Loan with related mezzanine or other subordinate debt (other than a Companion Interest, a Mezzanine Loan that forms a part of a Combined Loan or a Partitioned Collateral Interest representing an interest in a Combined Loan), a copy of any related co-lender agreement, intercreditor agreement, subordination agreement or other similar agreement;

(24)with respect to any Mortgage Loan secured by a hospitality property, a copy of any related franchise agreement, an original or copy of any comfort letter related thereto, if any, and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer or assign the benefits of such comfort letter to the Issuer (as determined by the Issuer), a copy of the notice by the Seller to the franchisor of the transfer of such Mortgage Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Issuer (in each case, as and to the extent required pursuant to the terms of such comfort letter); provided that the Custodian shall have no obligation to determine whether such notice is required;

(25)a copy of any opinion of counsel;

(26)the original or copy (if sufficient for purposes of drawing on such letter of credit as determined by the Issuer) of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan and the appropriate assignment or amendment documentation related to the assignment to the Issuer of such letter of credit which entitles the Servicer to draw thereon;

(27)the following additional documents, (A) original allonge, endorsed in blank; (B) original assignment of mortgage, in blank, in form and substance acceptable for recording; (C) original assignment of leases, rents and profits, in blank, in form and substance acceptable for recording; and (D) original blanket assignment, in blank; and

(28)with respect to any Partitioned Collateral Interest, a copy of each related Companion Interest and copies of the related co-lender, participation and/or intercreditor agreements.

(ii)if such Collateral Interest is a Participation:

(1)(a) with respect to any Serviced Collateral Interest, each of the documents specified in clause (i) above with respect to the related Participated Loan (other than a Non-Serviced Loan) provided that, the original Mortgage Note bearing all intervening endorsements shall be endorsed in blank or endorsed with respect to the documents “Pay to the order of INCREF 2025-FL1 LLC, without recourse,” and (b) with respect to any Non-Serviced

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Collateral Interests, a copy of each of the documents specified in clause (i) above (except with respect to the documents specified in subclause (i)(27), which shall be in the name of the applicable holder) unless the Custodian is acting as the custodian for such Non-Serviced Collateral Interest pursuant to a separate custodial arrangement and already has copied of such documents, in which case no copies shall be required;

(2)an original or a copy of the related Participation Agreement;

(3)either (a) an original participation certificate evidencing such Participation in the name of the Issuer or (b) both (x) an original participation certificate evidencing such Participation in the name of a previous assignee, and (y) originals or copies of assignments of the related participation certificate showing an unbroken chain of assignment from the holder identified on the participation certificate to the Issuer;

(4)a copy of any related companion participation certificate; and

(5)an assignment of the participation certificate evidencing such Participation endorsed in blank by the Issuer.

(iii)If such Collateral Interest is an A Note:

(1)(a) with respect to any Serviced Collateral Interest, each of the documents specified in clause (i) above with respect to such Split Loan and (b) with respect to any Non-Serviced Collateral Interest, each of the documents specified in clause (i) above with respect to such Split Loan (except (1) with respect to the documents referenced in subclause (i)(27), which (A) with respect to the Mortgage Note owned by the Issuer, shall be originals and (B) with respect to any other Mortgage Note, shall be copies and endorsed in blank or endorsed to the applicable holder and (2) with respect to the documents referenced in subclause (i)(27), which shall be in the name of the applicable holder), unless the Custodian is acting as the custodian for such Non-Custody Collateral Interest pursuant to a separate custodial arrangement and already has copies of such documents, in which case no copies shall be required; provided, that, in each case, the original Mortgage Note owned by the Issuer bearing all intervening endorsements shall be endorsed in blank or endorsed with respect to the documents “Pay to the order of INCREF 2025-FL1 LLC, without recourse,”;

(2)an original or a copy of the related Co-Lender Agreement;

(3)an original Mortgage Note evidencing such A Note;

(4)a copy of any promissory note evidencing any related Companion Note; and

(5)an original assignment of the Mortgage Note evidencing such A Note endorsed in blank by the Issuer.

With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the Issuer (or the Seller) in time to permit their delivery hereunder at the time required, the Issuer (or the Seller) shall deliver such original recorded documents to the Custodian promptly when received by the Issuer (or the Seller) from the applicable recording office.

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In connection with any Servicing Shift Collateral Interest, the foregoing documents shall be delivered to the Custodian by the Issuer (or the Seller) on or prior to the Closing Date and such documents shall be transferred to the Trustee pursuant to Section 3.3(k).

(f)The execution and delivery of this Indenture by the Custodian shall constitute certification that (i) each original note and participation certificate, if applicable, required to be delivered to the Custodian on behalf of the Trustee by the Issuer (or the Seller) and all allonges thereto, if any, have been received by the Custodian (directly or through a bailee) (provided however that to the extent that any such original participation certificate has not been received by the Custodian on or prior to the Closing Date, the Custodian will receive a PDF copy on or prior to the Closing Date of such original participation certificate; provided further that originals of such original participation certificates shall be provided no later than two (2) Business Days following the Closing Date); and (ii) such original note and participation certificate, if applicable, has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed), (B) appears to have been executed and (C) purports to relate to the related Collateral Interest. The Custodian agrees to review or cause to be reviewed the Collateral Interest Files within 60 days after the Closing Date, and to deliver to the Issuer, the Note Administrator, the Servicer, the Collateral Manager and the Trustee a certification in the form of Exhibit D attached hereto, indicating, subject to any exceptions found by it in such review (and any related exception report and any subsequent reports thereto shall be delivered to the other parties hereto, the Servicer in electronic format, including Excel-compatible format), (A) those documents referred to in Section 3.3(e) that have been received, and (B) that such documents have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Collateral Interest. The Custodian shall have no responsibility for reviewing the Collateral Interest File except as expressly set forth in this Section 3.3(f). None of the Trustee, the Note Administrator, and the Custodian shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 3.3(e)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Mortgaged Property.

(g)No later than the 120th day after the Closing Date, and every quarter thereafter until all exceptions are cleared, the Custodian shall (i) deliver to the Issuer, with a copy to the Note Administrator, the Trustee, the Collateral Manager and the Servicer an exception report (which report and any updates or modifications thereto shall be delivered in electronic format, including Excel-compatible format) as to any remaining documents that are required to be, but are not in the Collateral Interest File and (ii) request that the Issuer cause such document deficiency to be cured.

(h)Without limiting the generality of the foregoing:

(i)from time to time upon the request of the Trustee, the Collateral Manager, Servicer or Special Servicer, the Issuer shall deliver (or cause to be delivered) to the Custodian any Loan Document in the possession of the Issuer and not previously delivered hereunder (including originals of Loan Documents not previously required to be delivered as originals) and as to which the Trustee, Collateral Manager, Servicer or Special Servicer, as

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applicable, shall have reasonably determined, or shall have been advised, to be necessary or appropriate for the administration of such Collateral Interest hereunder or under the Servicing Agreement or for the protection of the security interest of the Trustee under this Indenture;

(ii)in connection with any delivery of documents to the Custodian pursuant to clause (i) above, the Custodian shall deliver to the Collateral Manager and the Servicer, on behalf of the Issuer, a Certification in the form of Exhibit D acknowledging the receipt of such documents by the Custodian and that it is holding such documents subject to the terms of this Indenture; and from time to time upon request of the Collateral Manager, the Servicer or the Special Servicer, the Custodian shall, upon delivery by the Collateral Manager, the Servicer or Special Servicer, as applicable, of a Request for Release in the form of Exhibit E hereto, release to the Collateral Manager, the Servicer or the Special Servicer, as applicable, such of the Loan Documents then in its custody as the Collateral Manager, the Servicer or Special Servicer, as applicable, reasonably so requests. By submission of any such Request for Release, the Collateral Manager, the Servicer or the Special Servicer, as applicable, shall be deemed to have represented and warranted that it has determined in accordance with the Collateral Management Standard or the Servicing Standard, respectively, set forth in the Collateral Management Agreement or the Servicing Agreement, as the case may be, that the requested release is necessary for the administration of such Collateral Interest hereunder or under the Collateral Management Agreement or under the Servicing Agreement or for the protection of the security interest of the Trustee under this Indenture. The Collateral Manager, the Servicer or the Special Servicer shall return to the Custodian each Loan Document released from custody pursuant to this clause (iii) within twenty (20) Business Days of receipt thereof (except such Loan Documents as are released in connection with a sale, exchange or other disposition, in each case only as permitted under this Indenture, of the related Collateral Interest that is consummated within such twenty (20)-day period). Notwithstanding the foregoing provisions of this clause (iii), any note, participation certificate or other instrument evidencing a Pledged Collateral Interest shall be released only for the purpose of (1) a sale, exchange or other disposition of such Pledged Collateral Interest that is permitted in accordance with the terms of this Indenture, (2) presentation, collection, renewal or registration of transfer of such Collateral Interest, (3) in the case of any note, in connection with a payment in full of all amounts owing under such note or (4) as may be required by the Servicer or the Special Servicer in connection with a modification to the terms of the related Mortgage Loan or in connection with the exercise, or anticipated exercise, of remedies thereunder, in each case, solely as identified accordingly in the Request for Release. The Custodian shall not be responsible for the contents of any Collateral Interest File while not in the Custodian’s possession pursuant to a Request for Release.

(iii)With respect to any Servicing Shift Loan, on and after the related Servicing Shift Date, if pursuant to the related co-lender agreement and the Servicing Shift Servicing Agreement, and as appropriate for enforcing the terms of such Servicing Shift Loan, as applicable, the related servicer under the Servicing Shift Servicing Agreement requests delivery to it of the original Note upon submission of a Request for Release, then the Custodian shall release or cause the release of such original Note to the related servicer under the Servicing Shift Servicing Agreement or its designee.

(i)As of the Closing Date (with respect to the Collateral owned or existing as of the Closing Date) and each date on which any Collateral is acquired (only with respect to each Collateral so acquired or arising after the Closing Date), the Issuer represents and warrants as follows:

(i)this Indenture creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Trustee for the benefit of the Secured

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Parties, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;

(ii)the Issuer owns and has good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person;

(iii)in the case of each Collateral, the Issuer has acquired its ownership in such Collateral in good faith without notice of any adverse claim as defined in Section 8-102(a)(1) of the UCC as in effect on the date hereof;

(iv)other than the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral;

(v)the Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement (x) relating to the security interest granted to the Trustee for the benefit of the Secured Parties hereunder or (y) that has been terminated; the Issuer is not aware of any judgment lien, Pension Benefit Guarantee Corporation lien or tax lien filings against the Issuer;

(vi)the Issuer has received all consents and approvals required by the terms of each Collateral and the Transaction Documents to grant to the Trustee its interest and rights in such Collateral hereunder;

(vii)the Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Trustee for the benefit of the Secured Parties hereunder;

(viii)all of the Collateral constitutes one or more of the following categories: an Instrument, a General Intangible, a Certificated Security or an uncertificated security, or a Financial Asset in which a Security Entitlement has been created and that has been or will have been credited to a Securities Account and Proceeds of all the foregoing;

(ix)the Securities Intermediary has agreed to treat all Collateral credited to the Custodial Account as a Financial Asset;

(x)the Issuer has delivered a fully executed Securities Account Control Agreement (Indenture Accounts) pursuant to which the Securities Intermediary has agreed to comply with all instructions originated by the Trustee relating to the Indenture Accounts without further consent of the Issuer; none of the Indenture Accounts is in the name of any Person other than the Issuer, the Note Administrator or the Trustee; the Issuer has not consented to the Securities Intermediary to comply with any Entitlement Orders in respect of the Indenture Accounts and any Security Entitlement credited to any of the Indenture Accounts originated by any Person other than the Trustee or the Note Administrator on behalf of the Trustee;

(xi)(A) all original executed copies of each promissory note, participation certificate or other writings that constitute or evidence any pledged obligation that constitutes an Instrument have been delivered to the Custodian for the benefit of the Trustee and (B) none of the promissory notes, participation certificates or other writings that constitute or

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evidence such collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the Issuer to any Person other than the Trustee;

(xii)each of the Indenture Accounts constitutes a Securities Account in respect of which Computershare Trust Company, National Association has agreed to be Securities Intermediary pursuant to the Securities Account Control Agreement (Indenture Accounts) on behalf of the Trustee as secured party under this Indenture.

(j)The Note Administrator shall cause all Eligible Investments delivered to the Note Administrator on behalf of the Issuer (upon receipt by the Note Administrator thereof) to be promptly credited to the applicable Account.

(k)Notwithstanding anything to the contrary contained in this Section 3.3 or the Collateral Interest Purchase Agreement, in connection with a Servicing Shift Loan, (1) instruments of assignment to the Issuer may be in blank and need not be recorded pursuant to the Collateral Interest Purchase Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Collateral Interest) until the earlier of (i) the related Servicing Shift Date, in which case such instruments shall be assigned and recorded in accordance with the related Servicing Shift Servicing Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Loan becoming a Specially Serviced Loan prior to such Servicing Shift Date, in which case assignments and recordations shall be effected in accordance with the Collateral Interest Purchase Agreement until the occurrence, if any, of such Servicing Shift Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing Shift Date, in which case such amendment shall be in accordance with the related Servicing Shift Servicing Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Loan becoming a Specially Serviced Loan prior to such Servicing Shift Date in which case such amendment shall be effected in accordance with the terms of the Collateral Interest Purchase Agreement, and (3) on and following such Servicing Shift Date, the Person selling the related Servicing Shift Lead Interest to the related depositor under the Servicing Shift Servicing Agreement, at its own expense, shall be (a) entitled to direct in writing, via a Request for Release, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Loan Documents relating to such Servicing Shift Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Collateral Interest) to the related trustee or custodian under the Servicing Shift Servicing Agreement, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Loan Documents related to such Servicing Shift Loan so delivered to such trustee or custodian under the Servicing Shift Servicing Agreement, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related trustee or custodian under the Servicing Shift Servicing Agreement, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File for such Servicing Shift Loan to the related servicer under the Servicing Shift Servicing Agreement.

(l)On the Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Collateral Interest File (other than the Note(s) evidencing the related Servicing Shift Collateral Interest, the original of which shall be retained by the Custodian) for the related Servicing Shift Loan to the related trustee or custodian under the Servicing Shift Servicing Agreement and retain a copy of such Collateral Interest File, provided that the Custodian shall not be required to retain a copy of such Collateral Interest File to the extent that the same entity serves as Custodian hereunder and as custodian under the Servicing

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Shift Servicing Agreement and is required to retain the documents in the Collateral Interest File under the Servicing Shift Servicing Agreement and (ii) the Servicer shall, upon receipt of notice from the Seller that the applicable Servicing Shift Lead Interest has been or is being securitized on the related Servicing Shift Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Loan to the related servicer under the Servicing Shift Servicing Agreement.

(m)Promptly following the Servicing Shift Date, in the case of each Servicing Shift Loan, the Seller shall send written notice to the related servicer under the Servicing Shift Servicing Agreement stating that, as of such date, the Issuer is the holder of the related Collateral Interest and directing such servicer under the Servicing Shift Servicing Agreement to remit to the Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Loan under the related intercreditor agreement and the related Servicing Shift Servicing Agreement. After the Servicing Shift Date, the Servicer shall service the Servicing Shift Collateral Interest in accordance with the terms set forth in Section 3.1(g) of the Servicing Agreement.

ARTICLE 4

SATISFACTION AND DISCHARGE

Section 4.1Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) the rights, protections, indemnities and immunities of the Note Administrator (in each of its capacities), the Custodian and the Trustee and the specific obligations set forth below hereunder, (v) the rights, obligations and immunities of the Collateral Manager hereunder, under the Collateral Management Agreement and under the Servicing Agreement, and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Custodian or Securities Intermediary (on behalf of the Trustee) and payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) when:

(a)(i) either:

(1)all Notes theretofore authenticated and delivered to Noteholders (other than (A) Notes which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for which payment has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3) have been delivered to the Notes Registrar for cancellation; or

(2)all Notes not theretofore delivered to the Notes Registrar for cancellation (A) have become due and payable, or (B) shall become due and payable at their Stated Maturity Date within one year, or (C) are to be called for redemption pursuant to Article 9 under an arrangement satisfactory to the Note Administrator for the giving of notice of redemption by the Issuer pursuant to Section 9.3 and either (x) the Issuer has irrevocably deposited or caused to be deposited with the Note Administrator, Cash or non-callable direct obligations of the United States of America; which obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by Moody’s

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and “AAA” by Fitch in an amount sufficient, as recalculated by a firm of Independent nationally-recognized certified public accountants, to pay and discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1, the Redemption Price) on such Notes not theretofore delivered to the Note Administrator for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable), or to the respective Stated Maturity Date or the respective Redemption Date, as the case may be or (y) in the event all of the Collateral is liquidated following the satisfaction of the conditions specified in Article 5, the Issuer shall have deposited or caused to be deposited with the Note Administrator, all proceeds of such liquidation of the Collateral, for payment in accordance with the Priority of Payments;

(i)the Issuer has paid or caused to be paid all other sums then due and payable hereunder (including any amounts then due and payable pursuant to the Collateral Management Agreement and the Servicing Agreement) by the Issuer and no other amounts are scheduled to be due and payable by the Issuer other than Dissolution Expenses; and

(ii)the Issuer has delivered to the Trustee and the Note Administrator Officer’s Certificates and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with;

provided, however, that in the case of clause (a)(i)(2)(x) above, the Issuer has delivered to the Trustee and Note Administrator an opinion of Sidley Austin LLP or an opinion of another tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that the Noteholders would recognize no income gain or loss for U.S. federal income tax purposes as a result of such deposit and satisfaction and discharge of this Indenture; or

(b)(i) the Issuer has delivered to the Trustee and Note Administrator a certificate stating that (1) there is no Collateral (other than (x) the Collateral Management Agreement, the Servicing Agreement and the Servicing Accounts related thereto and the Securities Account Control Agreement (Indenture Accounts) and the Indenture Accounts related thereto and (y) certain excepted property described in this Indenture and cash in an amount not greater than the Dissolution Expenses) that remain subject to the lien of this Indenture, and (2) all funds on deposit in or to the credit of the Accounts have been distributed in accordance with the terms of this Indenture or have otherwise been irrevocably deposited with the Servicer under the Servicing Agreement for such purpose; and

(i)the Issuer has delivered to the Note Administrator and the Trustee Officer’s Certificates and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, the Note Administrator, and, if applicable, the Noteholders, as the case may be, under Section 2.7, Section 4.2, Section 5.4(d), Section 5.9, Section 5.18, Section 6.7, Section 7.3 and Section 14.12 hereof shall survive.

Section 4.2Application of Amounts held in Trust. All amounts deposited with the Note Administrator pursuant to Section 4.1 shall be held in trust and applied by it in accordance with the provisions of the Notes and this Indenture (including, without limitation, the Priority of Payments) to the payment of the principal and interest, either directly or through any Paying

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Agent, as the Note Administrator may determine, and such amounts shall be held in a segregated account identified as being held in trust for the benefit of the Secured Parties.

Section 4.3Repayment of Amounts Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all amounts then held by any Paying Agent, upon demand of the Issuer, shall be remitted to the Note Administrator to be held and applied pursuant to Section 7.3 hereof and, in the case of amounts payable on the Notes, in accordance with the Priority of Payments and thereupon such Paying Agent shall be released from all further liability with respect to such amounts.

Section 4.4Limitation on Obligation to Incur Company Administrative Expenses. If at any time after an Event of Default has occurred and the Notes have been declared immediately due and payable, the sum of (i) Eligible Investments, (ii) Cash and (iii) amounts reasonably expected to be received by the Issuer with respect to the Collateral Interests in Cash during the current Due Period (as certified by the Collateral Manager in its reasonable judgment) is less than the sum of Dissolution Expenses and any accrued and unpaid Company Administrative Expenses, then notwithstanding any other provision of this Indenture, the Issuer shall no longer be required to incur Company Administrative Expenses as otherwise required by this Indenture to any Person, other than with respect to fees and indemnities of, and other payments, charges and expenses incurred in connection with opinions, reports or services to be provided to or for the benefit of, the Trustee, the Note Administrator, the Servicer, the Special Servicer or any of their respective Affiliates. Any failure to pay such amounts or provide or obtain such opinions, reports or services no longer required hereunder shall not constitute a Default hereunder.

ARTICLE 5

REMEDIES

Section 5.1Events of Default.

“Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)a default in the payment of any interest on any of the Class A Notes, the Class A-S Notes and the Class B Notes (or, if none of the Class A Notes, the Class A-S Notes or the Class B Notes are Outstanding, any Note (other than the Income Notes) of the most senior Class Outstanding) when the same becomes due and payable and the continuation of any such default for three (3) Business Days after a Trust Officer of the Note Administrator has actual knowledge or receives notice from any holder of Notes (other than the Income Notes) of such payment default; provided that in the case of a failure to disburse funds due to an administrative error or omission by the Collateral Manager, the Note Administrator, the Trustee or any paying agent, such failure continues for five (5) Business Days after a trust officer of the Note Administrator receives written notice or has actual knowledge of such administrative error or omission;

(b)a default in the payment of principal (or the related Redemption Price, if applicable) of any Class of Notes (other than the Income Notes) when the same becomes due and payable, at its Stated Maturity Date or any Redemption Date; provided, in each case, that in the case of a failure to disburse funds due to an administrative error or omission by the Collateral

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Manager, the Note Administrator, the Trustee or any paying agent, such failure continues for five (5) Business Days after a trust officer of the Note Administrator receives written notice or has actual knowledge of such administrative error or omission;

(c)the failure on any Payment Date to disburse amounts in excess of $500,000 available in the Payment Account in accordance with the Priority of Payments set forth under Section 11.1(a) (other than (i) a default in payment described in clause (a) or (b) above and (ii) unless the Income Noteholders object, a failure to disburse any amounts to the Income Noteholders), which failure continues for a period of three (3) Business Days or, in the case of a failure to disburse such amounts due to an administrative error or omission by the Note Administrator, the Trustee or the Paying Agent, which failure continues for five (5) Business Days;

(d)the Issuer or the pool of Collateral becomes an investment company required to be registered under the 1940 Act;

(e)a default in the performance, or breach, of any other covenant or other agreement of the Issuer (other than the covenant to make the payments described in clauses (a), (b) or (c) above or to satisfy the Note Protection Tests) or any representation or warranty of the Issuer hereunder or in any certificate or other writing delivered pursuant hereto or in connection herewith proves to be incorrect in any material respect when made, and the continuation of such default or breach for a period of 30 days (or, if such default, breach or failure has an adverse effect on the validity, perfection or priority of the security interest granted hereunder, 15 days) after either the Issuer or the Collateral Manager has actual knowledge thereof or after notice thereof to the Issuer by the Trustee or to the Issuer, the Collateral Manager and the Trustee by Holders of at least 25% of the Aggregate Outstanding Amount of the Controlling Class;

(f)the entry of a decree or order by a court having competent jurisdiction adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer under the Bankruptcy Code, or any bankruptcy, insolvency, reorganization or similar law enacted under the laws of State of Delaware or any other applicable law, or appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the Issuer or of any substantial part of its property, respectively, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days;

(g)the institution by the Issuer of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or any bankruptcy, insolvency, reorganization or similar law enacted under the laws of State of Delaware or any other similar applicable law or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Issuer or of any substantial part of its property, respectively, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Issuer in furtherance of any such action;

(h)one or more final judgments being rendered against the Issuer which exceed, in the aggregate, U.S.$1,000,000 and which remain unstayed, undischarged and unsatisfied for 30 days after such judgment(s) becomes nonappealable, unless adequate funds have been reserved or set aside for the payment thereof, and unless (except as otherwise

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specified in writing by the Rating Agencies) a No Downgrade Confirmation has been received from the Rating Agencies; or

(i)the Issuer loses its status as a Qualified REIT Subsidiary or other disregarded entity of INCREF Sub-REIT or another REIT for U.S. federal income tax purposes, unless (A) within 90 days, the Issuer either (1) delivers an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that, notwithstanding the Issuer’s loss of Qualified REIT Subsidiary or disregarded entity status for U.S. federal income tax purposes, the Issuer is not, and has not been, an association (or publicly traded partnership or taxable mortgage pool) taxable as a corporation, or is not, and has not been, otherwise subject to U.S. federal income tax on a net basis and the Noteholders are not otherwise materially adversely affected by the loss of Qualified REIT Subsidiary or disregarded entity status for U.S. federal income tax purposes or (2) receives an amount from the Income Noteholders sufficient to discharge in full the amounts then due and unpaid on the Notes and amounts and expenses described in clauses (1) through (4) and (19) under Section 11.1(a)(i) in accordance with the Priority of Payments or (B) all Classes of the Notes are subject to a Tax Redemption announced by the Issuer in compliance with this Indenture, and such redemption has not been rescinded.

Upon becoming aware of the occurrence of an Event of Default, the Issuer, shall promptly notify (or shall procure the prompt notification of) the Trustee, the Note Administrator, the Servicer, the Special Servicer and the Income Noteholders in writing. If the Collateral Manager or the Note Administrator has actual knowledge of the occurrence of an Event of Default, the Collateral Manager or the Note Administrator shall promptly notify, in writing, the Trustee, the Servicer, the Special Servicer, the Noteholders and the Rating Agencies of the occurrence of such Event of Default.

Section 5.2Acceleration of Maturity; Rescission and Annulment.

(a)If an Event of Default shall occur and be continuing (other than the Events of Default specified in Section 5.1(f) or Section 5.1(g)), the Trustee may (and shall at the direction of a Majority, by outstanding principal amount, of each Class of Offered Notes voting as a separate Class (excluding any Notes owned by the Collateral Manager or any of its Affiliates), or if no Class of Offered Notes is outstanding, a majority by outstanding principal amount, of the Class F Notes or, if no Class of Offered Notes and no Class F Notes are outstanding, a majority by outstanding principal amount, of the Class G Notes), declare the principal of and accrued and unpaid interest on all the Notes to be immediately due and payable (and any such acceleration shall automatically terminate the Reinvestment Period). Upon any such declaration such principal, together with all accrued and unpaid interest thereon, and other amounts payable thereunder in accordance with the Priority of Payments will become immediately due and payable. If an Event of Default described in Section 5.1(f) or Section 5.1(g) above occurs, such an acceleration shall occur automatically and without any further action, and any such acceleration shall automatically terminate the Reinvestment Period. If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof.

(b)At any time after such a declaration of acceleration of Maturity of the Notes has been made, and before a judgment or decree for payment of the amounts due has been obtained by the Trustee as hereinafter provided in this Article 5, a Majority of each Class of Offered Notes (voting as a separate Class), or if no Class of Offered Notes is outstanding, a majority by outstanding principal amount, of the Class F Notes and the Class G Notes, other than with respect to an Event of Default specified in Section 5.1(d), Section 5.1(f), Section 5.1(g), or

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Section 5.1(i), by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(i)the Issuer has paid or deposited with the Note Administrator a sum sufficient to pay:

(A)all unpaid installments of interest on and principal on the Notes that would be due and payable hereunder if the Event of Default giving rise to such acceleration had not occurred;

(B)all unpaid taxes of the Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Note Administrator or to the Trustee hereunder;

(C)with respect to the Advancing Agent, the Backup Advancing Agent and the Trustee, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and

(D)with respect to the Collateral Management Agreement and the Servicing Agreement, as applicable, any Collateral Manager Fee then due and any Company Administrative Expense due and payable to the Collateral Manager, the Servicer and/or the Special Servicer thereunder; and

(ii)the Trustee has received notice that all Events of Default, other than the non-payment of the interest and principal on the Notes that have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such notice (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.14.

At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Collateral shall be preserved in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Collateral is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

(c)Subject to Section 5.4 and Section 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Collateral; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee has received security or indemnity satisfactory to it; and (iv) any direction to undertake a sale of the Collateral may be made only as described in Section 5.17. The Trustee shall be entitled to refuse to take any action absent such direction.

(d)As security for the payment by the Issuer of the compensation and expenses of the Trustee, the Note Administrator, and any sums the Trustee or Note Administrator

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shall be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the Collateral, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled.

(e)A Majority of the Aggregate Outstanding Amount of each Class of Notes may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in accordance with Section 5.14.

Section 5.3Collection of Indebtedness and Suits for Enforcement by Trustee.

(a)The Issuer covenants that if a Default shall occur in respect of the payment of any interest on any Class A Note, the payment of principal on any Class A Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class A-S Note (but only after interest and principal with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class A-S Note (but only after interest and principal with respect to the Class A Notes and interest with respect to the Class A-S Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class B Note (but only after interest with respect to the Class A Notes and the Class A-S Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class B Note (but only after interest and principal with respect to the Class A Notes and the Class A-S Notes and interest with respect to the Class B Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class C Note (but only after interest with respect to the Class A Notes, the Class A-S Notes and Class B Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class C Note (but only after interest and principal with respect to the Class A Notes, the Class A-S Notes and the Class B Notes and interest with respect to the Class C Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class D Note (but only after interest with respect to the Class A Notes, the Class A-S Notes, the Class B Notes and the Class C Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class D Note (but only after interest and principal with respect to the Class A Notes, the Class A-S Notes, the Class B Notes and the Class C Notes and interest with respect to the Class D Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class E Note (but only after interest with respect to the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class E Note (but only after interest and principal with respect to the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes and interest with respect to the Class E Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class F Note (but only after interest with respect to the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class F Note (but only after interest and principal with respect to the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes and interest with respect to the Class F Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the

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payment of interest on any Class G Note (but only after interest with respect to the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full) or the payment of principal on any Class G Note (but only after interest and principal with respect to the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes and interest with respect to the Class G Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the Issuer shall, upon demand of the Trustee or any affected Noteholder, pay to the Note Administrator on behalf of the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest or other payment with interest on the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note Administrator, the Trustee and such Noteholder and their respective agents and counsel.

If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, as Trustee of an express trust, and at the expense of the Issuer, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Notes and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the Collateral.

If an Event of Default occurs and is continuing, the Trustee shall proceed to protect and enforce its rights and the rights of the Noteholders by such Proceedings (x) as directed by a Majority of the Controlling Class or (y) in the absence of direction by a Majority of the Controlling Class, as determined by the Trustee acting in good faith; provided that (a) such direction must not conflict with any rule of law or with any express provision of this Indenture, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee has been provided with security or indemnity satisfactory to it, and (d) notwithstanding the foregoing, any direction to the Trustee to undertake a sale of Collateral may be given only in accordance with the preceding paragraph, in connection with any sale and liquidation of all or a portion of the Collateral, the preceding sentence, and, in all cases, the applicable provisions of this Indenture. Such Proceedings shall be used for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Any direction to the Trustee to undertake a sale of Collateral shall be forwarded to the Special Servicer, and the Special Servicer shall conduct any such sale in accordance with the terms of the Servicing Agreement.

In the case where (x) there shall be pending Proceedings relative to the Issuer under the Bankruptcy Code or any other applicable bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, or (z) there shall be any other comparable Proceedings relative to the Issuer or the creditors or property of the Issuer, regardless of whether the principal of any Notes shall then be due and payable as

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therein expressed or by declaration, or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, the Trustee shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in any Proceedings relative to the Issuer or other obligor upon the Notes or to the creditors or property of the Issuer or such other obligor;

(ii)unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a Person performing similar functions in comparable Proceedings; and

(iii)to collect and receive (or cause the Note Administrator to collect and receive) any amounts or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator to distribute) all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee (or the Note Administrator on its behalf), and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Trustee and the Note Administrator such amounts as shall be sufficient to cover reasonable compensation to the Trustee and the Note Administrator, each predecessor trustee and note administrator, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Backup Advancing Agent and each predecessor backup advancing agent.

Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, vote for, accept or adopt, on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, shall be applied as set forth in Section 5.7.

Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless the conditions specified in Section 5.5(a) are met and any sale of Collateral contemplated to be conducted by the Trustee under this Indenture shall be effected by the Special Servicer

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pursuant to the terms of the Servicing Agreement, and the Trustee shall have no liability or responsibility for or in connection with any such sale.

Section 5.4Remedies.

(a)If an Event of Default has occurred and is continuing, and the Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, the Issuer agrees that the Trustee, or, with respect to any sale of any Collateral Interests, the Special Servicer, may, after notice to the Note Administrator and the Noteholders, and shall, upon direction by a Majority of the Controlling Class, to the extent permitted by applicable law, exercise one or more of the following rights, privileges and remedies:

(i)institute Proceedings for the collection of all amounts then payable on the Notes or otherwise payable under this Indenture (whether by declaration or otherwise), enforce any judgment obtained and collect from the Collateral any amounts adjudged due;

(ii)sell all or a portion of the Collateral or rights of interest therein, at one or more public or private sales called and conducted in any manner permitted by law and in accordance with Section 5.17 hereof (provided that any such sale shall be conducted by the Special Servicer pursuant to the Servicing Agreement);

(iii)institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

(iv)exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Secured Parties hereunder; and

(v)exercise any other rights and remedies that may be available at law or in equity;

provided, however, that no sale or liquidation of the Collateral or institution of Proceedings in furtherance thereof pursuant to this Section 5.4 may be effected unless either of the conditions specified in Section 5.5(a) are met.

The Issuer shall, at the Issuer’s expense, upon request of the Trustee or the Special Servicer, obtain and rely upon an opinion of an Independent investment banking firm as to the feasibility of any action proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of the proceeds and other amounts expected to be received with respect to the Collateral to make the required payments of principal of and interest on the Notes and other amounts payable hereunder, which opinion shall be conclusive evidence as to such feasibility or sufficiency.

(b)If an Event of Default as described in Section 5.1(e) hereof shall have occurred and be continuing, the Trustee may, and at the request of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, institute a Proceeding solely to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of which gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding.

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(c)Upon any Sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, the Collateral Manager, the Special Servicer or the Servicer or any of their respective Affiliates may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of Sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability; and any purchaser at any such Sale may, in paying the purchase money, turn in any of the Notes in lieu of Cash equal to the amount which shall, upon distribution of the net proceeds of such sale, be payable on the Notes so turned in by such Holder (taking into account the Class of such Notes). Such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall either be returned to the Holders thereof after proper notation has been made thereon to show partial payment or a new note shall be delivered to the Holders reflecting the reduced interest thereon.

Upon any Sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, the receipt of the Note Administrator or of the Officer making a sale under judicial proceedings shall be a sufficient discharge to the purchaser or purchasers at any sale for its or their purchase money and such purchaser or purchasers shall not be obliged to see to the application thereof.

Any such Sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall (x) bind the Issuer, the Trustee, the Note Administrator and the Noteholders, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each of them in and to the property sold and (y) be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against any and all Persons claiming through or under them.

(d)Notwithstanding any other provision of this Indenture or any other Transaction Document, none of the Advancing Agent, the Trustee, the Note Administrator or any other Secured Party, the Designated Transaction Representative, any other party to any Transaction Document, the Holder of the Notes and the holders of the Membership Interests in the Issuer or third party beneficiary of this Indenture may, prior to the date which is one year and one day, or, if longer, the applicable preference period then in effect and 1 day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer or any Issuer Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction. Nothing in this Section 5.4 shall preclude, or be deemed to stop, the Advancing Agent, the Trustee, the Note Administrator, or any other Secured Party or any other party to any Transaction Document (i) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect and one day in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Trustee, the Note Administrator or any other Secured Party or any other party to any Transaction Document, or (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation proceeding.

Section 5.5Preservation of Collateral.

(a)Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any of the Notes are Outstanding, the Trustee and the Note Administrator, as applicable, shall (except as otherwise expressly permitted or required under this Indenture) retain the Collateral securing the Secured Notes, collect and cause the

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collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Articles 10, 12 and 13 and shall not sell or liquidate the Collateral, unless either:

(i)the Note Administrator, pursuant to Section 5.5(c), determines (based upon information delivered to it in accordance with this Indenture) that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes, Company Administrative Expenses due and payable pursuant to the Priority of Payments, the Collateral Manager Fees due and payable pursuant to the Priority of Payments and amounts due and payable to the Advancing Agent, the Backup Advancing Agent and the Trustee, in respect of unreimbursed Interest Advances and Reimbursement Interest, for principal and interest, and, upon receipt of information from Persons to whom fees and expenses are payable, all other amounts payable prior to payment of principal on the Notes due and payable pursuant to Section 11.1(a)(iii) and the holders of a Majority of the Controlling Class agrees with such determination; or

(ii)a Supermajority of each Class of Notes (each voting as a separate Class) directs the sale and liquidation of all or a portion of the Collateral.

In the event of a sale of all or a portion of the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee shall be required to sell that portion of the Collateral identified by the requisite Noteholders and all proceeds of such sale shall be remitted to the Note Administrator for distribution in the order set forth in Section 11.1(a). The Note Administrator shall give written notice of the retention of the Collateral by the Custodian to the Issuer, the Collateral Manager, the Trustee, the Servicer, the Special Servicer and the Rating Agencies. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) above exist.

(b)Nothing contained in Section 5.5(a) shall be construed to require a sale of the Collateral securing the Secured Notes if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Secured Notes if prohibited by applicable law.

(c)In determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid prices with respect to each Collateral Interest from two dealers (Independent of the Collateral Manager and any of its Affiliates) at the time making a market in such Collateral Interests that, at that time, engage in the trading, origination or securitization of whole loans or participations similar to the Collateral Interests (or, if only one such dealer can be engaged, then the Collateral Manager shall obtain a bid price from such dealer or, if no such dealer can be engaged, from a pricing service). The Collateral Manager shall compute the anticipated proceeds of sale or liquidation on the basis of the lowest of such bid prices for each such Collateral Interest and provide the Trustee and the Note Administrator with the results thereof. For the purposes of determining issues relating to the market value of any Collateral Interest and the execution of a sale or other liquidation thereof, the Special Servicer may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputation or other appropriate advisors (the cost of which shall be payable as a Company Administrative Expense) in connection with a determination as to whether the condition specified in Section 5.5(a)(i) exists.

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The Note Administrator shall promptly deliver to the Noteholders and the Servicer, and the Note Administrator shall post to the Note Administrator’s Website, a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i) based solely on the Collateral Manager’s determination made pursuant to this Section 5.5(c).

Section 5.6Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or under any of the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceeding relating thereto, and any such action or Proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment in respect of the Notes shall be applied as set forth in Section 5.7 hereof.

In any Proceedings brought by the Trustee (and in any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) in respect of the Notes, the Trustee shall be deemed to represent all the Holders of the Notes.

Section 5.7Application of Amounts Collected. Any amounts collected by the Note Administrator with respect to the Notes pursuant to this Article 5 and any amounts that may then be held or thereafter received by the Note Administrator with respect to the Notes hereunder shall be applied subject to Section 13.1 hereof and in accordance with the Priority of Payments set forth in Section 11.1(a)(iii) hereof, at the date or dates fixed by the Note Administrator.

Section 5.8Limitation on Suits. No Holder of any Notes shall have any right to institute any Proceedings (the right of a Noteholder to institute any proceeding with respect to this Indenture or the Notes is subject to any non-petition covenants set forth in this Indenture or the Notes), judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)such Holder has previously given to the Trustee written notice of an Event of Default;

(b)except as otherwise provided in Section 5.9 hereof, the Holders of at least 25% of the then Aggregate Outstanding Amount of the Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder and such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(c)the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such Proceeding; and

(d)no direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture or the Notes to affect, disturb or prejudice the rights of any other Holders of Notes of the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same Class or to enforce any right under this Indenture or the Notes, except in the manner herein or therein provided and for the equal and ratable benefit of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 hereof and the Priority of Payments.

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In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Controlling Class, each representing less than a Majority of the Controlling Class, the Trustee shall not be required to take any action until it shall have received the direction of a Majority of the Controlling Class.

Section 5.9Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture (except for Section 2.7(e)), the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note as such principal, interest and other amounts become due and payable in accordance with the Priority of Payments and Section 13.1, and, subject to the provisions of Section 5.4 and 5.8 to institute Proceedings for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder; provided, however, that the right of such Holder to institute proceedings for the enforcement of any such payment shall not be subject to the 25% threshold requirement set forth in Section 5.8(b).

Section 5.10Restoration of Rights and Remedies. If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then (and in every such case) the Issuer, the Trustee, and the Noteholder shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.11Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee, the Note Administrator or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.12Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein or a waiver of a subsequent Event of Default. Every right and remedy given by this Article 5 or by law to the Trustee, or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, or by the Noteholders, as the case may be.

Section 5.13Control by the Controlling Class. Subject to Sections 5.2(a) and (b), but notwithstanding any other provision of this Indenture, if an Event of Default shall have occurred and be continuing when any of the Notes are Outstanding, a Majority of the Controlling Class shall have the right to cause the institution of, and direct the time, method and place of conducting, any Proceeding for any remedy available to the Trustee and for exercising any trust, right, remedy or power conferred on the Trustee in respect of the Notes; provided that:

(a)such direction shall not conflict with any rule of law or with this Indenture;

(b)the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee

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need not take any action that it determines might involve it in liability (unless the Trustee has received indemnity satisfactory to it against such liability as set forth below);

(c)the Trustee shall have been provided with indemnity satisfactory to it; and

(d)notwithstanding the foregoing, any direction to the Trustee to undertake a Sale of the Collateral shall be performed by the Special Servicer on behalf of the Trustee, and must satisfy the requirements of Section 5.5.

Section 5.14Waiver of Past Defaults. Prior to the time a judgment or decree for payment of the amounts due has been obtained by the Trustee, as provided in this Article 5, a Majority of each and every Class of Notes (voting as a separate Class) may, on behalf of the Holders of all the Notes, waive any past Default in respect of the Notes and its consequences, except a Default:

(a)in the payment of principal of any Note;

(b)in the payment of interest in respect of the Controlling Class;

(c)in respect of a covenant or provision hereof that, under Section 8.2, cannot be modified or amended without the waiver or consent of the Holder of each Outstanding Note adversely affected thereby; or

(d)in respect of any right, covenant or provision hereof for the individual protection or benefit of the Trustee or the Note Administrator, without the Trustee’s or the Note Administrator’s express written consent thereto, as applicable.

In the case of any such waiver, the Issuer, the Trustee, and the Holders of the Notes shall be restored to their respective former positions and rights hereunder, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. Any such waiver shall be effectuated upon receipt by the Trustee and the Note Administrator of a written waiver by such Majority of each Class of Notes.

Section 5.15Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by (x) the Trustee, (y) any Noteholder, or group of Noteholders, holding in the aggregate more than 10% of the Aggregate Outstanding Amount of the Controlling Class or (z) any Noteholder for the enforcement of the payment of the principal of or interest on any Note or any other amount payable hereunder on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date).

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Section 5.16Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force (including but not limited to filing a voluntary petition under Chapter 11 of the Bankruptcy Code and by the voluntary commencement of a proceeding or the filing of a petition seeking winding up, liquidation, reorganization or other relief under any bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect), which may affect the covenants, the performance of or any remedies under this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.17Sale of Collateral.

(a)The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until all amounts secured by the Collateral shall have been paid or if there are insufficient proceeds to pay such amount until the entire Collateral shall have been sold. The Special Servicer may, upon notice to the Noteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three (3) Business Days after the date of the determination by the Special Servicer pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Special Servicer has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Special Servicer shall be authorized to deduct the reasonable costs, charges and expenses incurred by it, or by the Trustee or the Note Administrator in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 hereof.

(b)The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Notes.

(c)The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof, which, in the case of any Collateral Interests, shall be upon request and delivery of any such instruments by the Special Servicer. In addition, the Special Servicer, with respect to Collateral Interests, and the Trustee, with respect to any other Collateral, is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall be bound to ascertain the Trustee’s or Special Servicer’s authority, to inquire into the satisfaction of any conditions precedent or to see to the application of any amounts.

(d)In the event of any Sale of the Collateral pursuant to Section 5.4 or Section 5.5, payments shall be made in the order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.

(e)Notwithstanding anything herein to the contrary, any sale by the Trustee of any portion of the Collateral shall be executed by the Special Servicer on behalf of the Issuer, and the Trustee shall have no responsibility or liability therefor.

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Section 5.18Action on the Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the application for or obtaining of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the Collateral of the Issuer.

ARTICLE 6

THE TRUSTEE AND NOTE ADMINISTRATOR

Section 6.1Certain Duties and Responsibilities.

(a)Except during the continuance of an Event of Default:

(i)each of the Trustee and the Note Administrator undertakes to perform such duties and only such duties as are set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee or the Note Administrator; and any permissive right of the Trustee or the Note Administrator contained herein shall not be construed as a duty; and

(ii)in the absence of manifest error, or bad faith on its part, each of the Note Administrator and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and the Note Administrator, as the case may be, and conforming to the requirements of this Indenture; provided, however, that in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee or the Note Administrator, the Trustee and the Note Administrator shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture and shall promptly notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Trustee or the Note Administrator within 15 days after such notice from the Trustee or the Note Administrator, the Trustee or the Note Administrator, as applicable, shall notify the party providing such instrument and requesting the correction thereof.

(b)In case an Event of Default actually known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee shall, prior to the receipt of directions, if any, from a Majority of the Controlling Class (or other Noteholders to the extent provided in Article 5 hereof), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(c)If, in performing its duties under this Indenture, the Trustee or the Note Administrator is required to decide between alternative courses of action, the Trustee and the Note Administrator may request written instructions from the Collateral Manager as to courses of action desired by it. If the Trustee and the Note Administrator does not receive such instructions within two (2) Business Days after it has requested them, it may, but shall be under no duty to, take or refrain from taking such action. The Trustee and the Note Administrator shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Trustee and the Note Administrator shall be entitled to request and rely on the advice of legal counsel and Independent accountants in performing its duties hereunder and be deemed to have

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acted in good faith and shall not be subject to any liability if it acts in accordance with such advice.

(d)No provision of this Indenture shall be construed to relieve the Trustee or the Note Administrator from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that neither the Trustee nor the Note Administrator shall be liable:

(i)for any error of judgment made in good faith by a Trust Officer, unless it shall be proven that it was negligent in ascertaining the pertinent facts; or

(ii)with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, the Collateral Manager, and/or a Majority of the Controlling Class relating to the time, method and place of conducting any Proceeding for any remedy available to the Trustee or the Note Administrator in respect of any Note or exercising any trust or power conferred upon the Trustee or the Note Administrator under this Indenture.

(e)No provision of this Indenture shall require the Trustee or the Note Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it unless such risk or liability relates to its ordinary services under this Indenture, except where this Indenture provides otherwise.

(f)Neither the Trustee nor the Note Administrator shall be liable to the Noteholders for any action taken or omitted by it at the direction of the Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Controlling Class, the Trustee (in the case of the Note Administrator), the Note Administrator (in the case of the Trustee) and/or a Noteholder under circumstances in which such direction is required or permitted by the terms of this Indenture.

(g)Neither the Trustee nor the Note Administrator shall have any obligation to confirm the compliance by the Issuer, INCREF Investments or the Retention Holder with the U.S. Credit Risk Retention Rules or the EU/UK Risk Retention Letter.

(h)Neither the Trustee nor the Note Administrator (including in its capacity as Calculation Agent) shall have any (i) responsibility or liability for the selection of an alternative rate as a successor or replacement benchmark to Term SOFR and shall be entitled to rely upon any designation of such a rate by the Designated Transaction Representative and (ii) liability for any failure or delay in performing its duties under this Indenture as a result of the unavailability of a “Term SOFR” rate as described in the definition thereof. The Note Administrator and the Trustee shall be entitled to rely upon the notices provided by the Designated Transaction Representative facilitating or specifying the Benchmark Replacement, Benchmark Replacement Date, Benchmark Replacement Conforming Changes and such other administrative procedures with respect to the calculation of any Benchmark Replacement.

(i)For all purposes under this Indenture, neither the Trustee nor the Note Administrator shall be deemed to have notice or knowledge of any Event of Default, unless a Trust Officer of either the Trustee or the Note Administrator, as applicable, has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default is received by the Trustee or the Note Administrator, as applicable at the respective Corporate

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Trust Office, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s and Note Administrator’s responsibility and liability hereunder, whenever reference is made in this Indenture to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which the Trustee or Note Administrator, as applicable, is deemed to have notice as described in this Section 6.1.

(j)The Trustee and the Note Administrator shall, upon reasonable prior written notice, permit the Issuer, the Collateral Manager and their designees, during its normal business hours, to review all books of account, records, reports and other papers of the Trustee relating to the Notes and to make copies and extracts therefrom (the reasonable out-of-pocket expenses incurred in making any such copies or extracts to be reimbursed to the Trustee or the Note Administrator, as applicable, by such Person).

Section 6.2Notice of Default. Promptly (and in no event later than three (3) Business Days) after the occurrence of any Default actually known to a Trust Officer of the Trustee or after any declaration of acceleration has been made or delivered to the Trustee pursuant to Section 5.2, the Trustee shall transmit by mail to the 17g-5 Information Provider and to the Note Administrator (who shall post such notice the Note Administrator’s Website) and the Note Administrator shall deliver to the Collateral Manager and to all Holders of Notes as their names and addresses appear on the Notes Register, notice of such Default, unless such Default shall have been cured or waived.

Section 6.3Certain Rights of Trustee and Note Administrator. Except as otherwise provided in Section 6.1:

(a)the Trustee and the Note Administrator may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be;

(c)whenever in the administration of this Indenture the Trustee or the Note Administrator shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee and the Note Administrator (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d)as a condition to the taking or omitting of any action by it hereunder, the Trustee and the Note Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel (including with respect to any matters, other than factual matters, in connection with the execution by the Trustee or the Note Administrator of a supplemental indenture pursuant to Section 8.3) shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon;

(e)neither the Trustee nor the Note Administrator shall be under any obligation to exercise or to honor any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders unless such Noteholders shall have offered to the Trustee and the Note Administrator, as applicable

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indemnity acceptable to it against the costs, expenses and liabilities which might reasonably be incurred by it in compliance with such request or direction;

(f)neither the Trustee nor the Note Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents and shall be entitled to rely conclusively thereon;

(g)each of the Trustee and the Note Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, Affiliates or attorneys, and such agent, Affiliate or attorney (in the case of an agent or attorney, upon its appointment) shall be conferred with all the same rights, indemnities, and immunities as the Trustee or Note Administrator, as applicable;

(h)neither the Trustee nor the Note Administrator shall be liable for any action it takes or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers hereunder;

(i)neither the Trustee nor the Note Administrator shall be responsible for the accuracy of the books or records of, or for any acts or omissions of, the Depository, any Transfer Agent (other than the Note Administrator itself acting in that capacity), Clearstream, Luxembourg, Euroclear, any Calculation Agent (other than the Note Administrator itself acting in that capacity), any Paying Agent (other than the Note Administrator itself acting in that capacity) or any Designated Transaction Representative;

(j)neither the Trustee nor the Note Administrator shall be liable for the actions or omissions of the Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Trustee (in the case of the Note Administrator), the Note Administrator (in the case of the Trustee); and without limiting the foregoing, neither the Trustee nor the Note Administrator shall be under any obligation to verify compliance by any party hereto with the terms of this Indenture (other than itself) to verify or independently determine the content, completeness or accuracy of information received by it from the Servicer or Special Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Collateral Interest;

(k)to the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee or Note Administrator hereunder, is dependent upon or defined by reference to generally accepted accounting principles in the United States in effect from time to time (“GAAP”), the Trustee and Note Administrator shall be entitled to request and receive (and rely upon) instruction from the Issuer or accountants appointed by the Issuer as to the application of GAAP in such connection, in any instance;

(l)neither the Trustee nor the Note Administrator shall have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer (or the Collateral Manager on its behalf); provided, however, that the Trustee and Note Administrator shall be authorized, upon receipt of an Issuer Order directing the same, to execute any acknowledgement or other agreement with the Independent accountants required for the Trustee and Note Administrator to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Issuer has agreed that the “agreed upon procedures” between the Issuer and the Independent accountants are sufficient for its purposes, (ii) releases by each of the Trustee and Note Administrator (on behalf of itself and the Holders) of claims and acknowledgement of other limitation of liability in favor of the Independent accountants, and

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(iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee or Note Administrator be required to execute any agreement in respect of the Independent accountants that the Trustee or Note Administrator determines adversely affects it in its individual capacity;

(m)the Trustee and the Note Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee or as Note Administrator, as applicable, in each capacity for which it serves hereunder and under the Future Funding Agreement, the Servicing Agreement and the Securities Account Control Agreements (including, without limitation, as Secured Party, Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Securities Intermediary, Custodian, Backup Advancing Agent and Notes Registrar);

(n)in determining any affiliations of Noteholders with any party hereto or otherwise, each of the Trustee and the Note Administrator shall be entitled to request and conclusively rely on a certification provided by a Noteholder;

(o)in no event shall the Trustee or Note Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or Note Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action;

(p)neither the Trustee nor the Note Administrator shall be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder;

(q)in no event shall the Trustee or the Note Administrator be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond the Trustee’s or the Note Administrator’s control, as applicable, whether or not of the same class or kind as specifically named above;

(r)neither the Trustee nor the Note Administrator shall be under any obligation to take any action in the performance of its duties hereunder that would be in violation of applicable law; and

(s)except as otherwise expressly set forth in this Indenture, knowledge or information acquired by (i) Computershare Trust Company, National Association in any of its respective capacities hereunder or under any other document related to this transaction shall not be imputed to Computershare Trust Company, National Association or any Affiliate of Computershare Trust Company, National Association in any of its other capacities hereunder or under such other documents, and (ii) any Affiliate of Computershare Trust Company, National Association shall not be imputed to Computershare Trust Company, National Association, in any of its respective capacities hereunder and vice versa.

Section 6.4Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, other than the Certificate of Authentication thereon, shall be

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taken as the statements of the Issuer, and neither the Trustee nor the Note Administrator assumes any responsibility for their correctness. Neither the Trustee nor the Note Administrator makes any representation as to the validity or sufficiency of this Indenture, the Collateral or the Notes. Neither the Trustee nor the Note Administrator shall be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or any amounts paid to the Issuer pursuant to the provisions hereof.

Section 6.5May Hold Notes. The Trustee, the Note Administrator, the Paying Agent, the Notes Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Note Administrator, Paying Agent, Notes Registrar or such other agent.

Section 6.6Amounts Held in Trust. Amounts held by the Note Administrator hereunder shall be held in trust to the extent required herein. The Note Administrator shall be under no liability for interest on any amounts received by it hereunder except to the extent of income or other gain on investments received by the Note Administrator on Eligible Investments.

Section 6.7Compensation and Reimbursement.

(a)The Issuer agrees:

(i)to pay the Trustee and Note Administrator on each Payment Date in accordance with the Priority of Payments reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee or note administrator of an express trust);

(ii)except as otherwise expressly provided herein, to reimburse the Trustee, Custodian and Note Administrator in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, Custodian or Note Administrator in connection with its performance of its obligations under, or otherwise in accordance with any provision of this Indenture;

(iii)to indemnify the Trustee, Custodian or Note Administrator (in each of its capacities) and their respective Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability, cost or expense (including reasonable attorneys’ fees) incurred without negligence, willful misconduct or bad faith on their respective parts, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, including any costs and expenses (including reasonable attorneys’ fees) incurred in connection with the enforcement of any indemnity afforded to them hereunder; and

(iv)to pay the Trustee and Note Administrator reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13 hereof.

(b)The Issuer may remit payment for such fees and expenses to the Trustee and Note Administrator or, in the absence thereof, the Note Administrator may from time to time deduct payment of its and the Trustee’s fees and expenses hereunder from amounts on deposit in the Payment Account in accordance with the Priority of Payments.

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(c)The Note Administrator, in its capacity as Note Administrator, Paying Agent, Calculation Agent, Transfer Agent, Custodian, Backup Advancing Agent and Notes Registrar, hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer or any Issuer Subsidiary until at least one year and one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes issued under this Indenture. This provision shall survive termination of this Indenture.

(d)The Trustee and Note Administrator agree that the payment of all amounts to which it is entitled pursuant to Sections 6.7(a)(i), (a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable only to the extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Collateral and following realization of the Collateral, any such claims of the Trustee or Note Administrator against the Issuer, and all obligations of the Issuer, shall be extinguished. The Trustee and Note Administrator will have a lien upon the Collateral to secure the payment of such payments to it in accordance with the Priority of Payments; provided that the Trustee and Note Administrator shall not institute any proceeding for enforcement of such lien except in connection with an action taken pursuant to Section 5.3 hereof for enforcement of the lien of this Indenture for the benefit of the Noteholders.

The Trustee and Note Administrator shall receive amounts pursuant to this Section 6.7 and Section 11.1(a) only to the extent that such payment is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee and Note Administrator will not, by itself, constitute an Event of Default. Subject to Section 6.9, the Trustee and Note Administrator shall continue to serve under this Indenture notwithstanding the fact that the Trustee and Note Administrator shall not have received amounts due to it hereunder; provided that the Trustee and Note Administrator shall not be required to expend any funds or incur any expenses unless reimbursement therefor is reasonably assured to it. No direction by a Majority of the Controlling Class shall affect the right of the Trustee and Note Administrator to collect amounts owed to it under this Indenture.

If on any Payment Date, an amount payable to the Trustee and Note Administrator pursuant to this Indenture is not paid because there are insufficient funds available for the payment thereof, all or any portion of such amount not so paid shall be deferred and payable on any later Payment Date on which sufficient funds are available therefor in accordance with the Priority of Payments.

Section 6.8Corporate Trustee Required; Eligibility. There shall at all times be a Trustee and a Note Administrator hereunder which shall be (i) a corporation, national bank, national banking association or trust company, organized and doing business under the laws of the United States of America or of any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000 and subject to supervision or examination by federal or State authority and having an office within the United States that (ii) (a) with respect to the Note Administrator, has a long-term senior unsecured debt rating or an issuer credit rating of at least “Baa3” by Moody’s and “BBB” by Fitch, (b) with respect to the Trustee and the Backup Advancing Agent, has (or has a parent that has) a long-term counterparty risk assessment of “A2(cr)” by Moody’s or a long-term senior unsecured debt rating or an issuer credit rating of at least “A2” by Moody’s and (2) a long-term senior unsecured debt rating or an issuer credit rating of at least “A” by Fitch or a short-term rating of “F1” by Fitch; provided that with respect to the Backup Advancing Agent, it may maintain a long-term senior unsecured debt rating or an issuer credit rating of at least “Baa3” by

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Moody’s and “BBB” by Fitch for so long as the Trustee is eligible pursuant to this Section 6.8, or (c) with respect to each of (a) and (b) above, any other rating as to which the Rating Agency Condition has been satisfied from time to time. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee or the Note Administrator shall cease to be eligible in accordance with the provisions of this Section 6.8, the Trustee or the Note Administrator, as applicable, shall resign immediately in the manner and with the effect hereinafter specified in this Article 6.

Section 6.9Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Note Administrator or the Trustee and no appointment of a successor Note Administrator or Trustee, as applicable, pursuant to this Article 6 shall become effective until the acceptance of appointment by such successor Note Administrator or Trustee under Section 6.10.

(b)Each of the Trustee and the Note Administrator may resign at any time by giving written notice thereof to the Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Noteholders, the Note Administrator (in the case of the Trustee), the Trustee (in the case of the Note Administrator), and the Rating Agencies. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees, or a successor Note Administrator, as the case may be, by written instrument, in duplicate, executed by an Authorized Officer of the Issuer, one copy of which shall be delivered to the Note Administrator or the Trustee so resigning and one copy to the successor Note Administrator, the Collateral Manager, Trustee or Trustees, together with a copy to each Noteholder, the Servicer, the Special Servicer, the parties hereto and the Rating Agencies; provided that such successor Note Administrator and Trustee shall be appointed only upon the written consent of a Majority of the Notes (other than the Income Notes) (or, if the Income Notes are the only Notes Outstanding, the Majority Income Noteholder) or, at any time when an Event of Default shall have occurred and be continuing or when a successor Note Administrator and Trustee has been appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class. If no successor Note Administrator and Trustee shall have been appointed and an instrument of acceptance by a successor Trustee or Note Administrator shall not have been delivered to the Trustee or the Note Administrator within 30 days after the giving of such notice of resignation, the resigning Trustee or Note Administrator, as the case may be, the Controlling Class of Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee or a successor Note Administrator, as the case may be and in the case of such a petition by the Trustee or the Note Administrator, at the expense of the Issuer. No resignation or removal of the Note Administrator or the Trustee and no appointment of a successor Note Administrator or Trustee will become effective until the acceptance of appointment by the successor Note Administrator or Trustee, as applicable.

(c)The Note Administrator and Trustee may be removed at any time by Act of a Supermajority of the Notes (other than the Income Notes) (or, if the Income Notes are the only Notes Outstanding, the Majority Income Noteholder) or, when an Event of Default shall have occurred and be continuing or a successor Trustee has been appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class, in each case, upon at least 30 days’ prior written notice delivered to the parties hereto. If no successor Note Administrator and Trustee shall have been appointed and an instrument of acceptance by a successor Trustee or Note Administrator shall not have been delivered to the Trustee or the Note Administrator within 30 days after the giving of such notice of removal, the removed Trustee or Note Administrator,

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as the case may be, may, at the expense of the issuer, petition a court of competent jurisdiction for the appointment of a successor.

(d)If at any time:

(i)the Trustee or the Note Administrator shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Issuer or by any Holder; or

(ii)the Trustee or the Note Administrator shall become incapable of acting or there shall be instituted any proceeding pursuant to which it could be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or the Note Administrator or of its respective property shall be appointed or any public officer shall take charge or control of the Trustee or the Note Administrator or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case (subject to Section 6.9(a)), (a) the Issuer by Issuer Order, may remove the Trustee or the Note Administrator, as applicable, or (b) subject to Section 5.15, a Majority of the Controlling Class or any Holder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Note Administrator, as the case may be, and the appointment of a successor thereto.

(e)If the Trustee or the Note Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee or the Note Administrator for any reason, the Issuer by Issuer Order, subject to the written consent of the Collateral Manager, shall promptly appoint a successor Trustee or Note Administrator, as applicable, and the successor Trustee or Note Administrator so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or the successor Note Administrator, as the case may be. If the Issuer shall fail to appoint a successor Trustee or Note Administrator within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee or Note Administrator may be appointed by Act of a Majority of the Controlling Class delivered to the Collateral Manager and the parties hereto, including the retiring Trustee or the retiring Note Administrator, as the case may be, and the successor Trustee or Note Administrator so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or Note Administrator, as applicable, and supersede any successor Trustee or Note Administrator proposed by the Issuer. If no successor Trustee or Note Administrator shall have been so appointed by the Issuer or a Majority of the Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, the Controlling Class or any Holder may, on behalf of itself or himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee or Note Administrator.

(f)The Issuer shall give prompt notice of each resignation and each removal of the Trustee or the Note Administrator and each appointment of a successor Trustee or Note Administrator by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies, the Collateral Manager, the parties hereto, and to the Holders of the Notes as their names and addresses appear in the Notes Register. Each notice shall include the name of the successor Trustee or Note Administrator, as the case may be, and the address of its respective Corporate Trust Office. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor Trustee or Note Administrator, the successor Trustee or Note Administrator shall cause such notice to be given at the expense of the Issuer.

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(g)The resignation or removal of the Note Administrator in any capacity in which it is serving hereunder, including Note Administrator, Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Custodian, Securities Intermediary and Notes Registrar, shall be deemed a resignation or removal, as applicable, in each of the other capacities in which it serves.

Section 6.10Acceptance of Appointment by Successor. Every successor Trustee or Note Administrator appointed hereunder shall execute, acknowledge and deliver to the Collateral Manager, the Servicer, and the parties hereto including the retiring Trustee or the retiring Note Administrator, as the case may be, an instrument accepting such appointment. Upon delivery of the required instruments, the resignation or removal of the retiring Trustee or the retiring Note Administrator shall become effective and such successor Trustee or Note Administrator, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Trustee or Note Administrator, as the case may be; but, on request of the Issuer or a Majority of the Controlling Class, the Collateral Manager or the successor Trustee or Note Administrator, such retiring Trustee or Note Administrator shall, upon payment of its fees, indemnities and other amounts then unpaid, execute and deliver an instrument transferring to such successor Trustee or Note Administrator all the rights, powers and trusts of the retiring Trustee or Note Administrator, as the case may be, and shall duly assign, transfer and deliver to such successor Trustee or Note Administrator all property and amounts held by such retiring Trustee or Note Administrator hereunder, subject nevertheless to its lien, if any, provided for in Section 6.7(d). Upon request of any such successor Trustee or Note Administrator, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee or Note Administrator all such rights, powers and trusts.

No successor Trustee or successor Note Administrator shall accept its appointment unless (a) at the time of such acceptance such successor shall be qualified and eligible under this Article 6, (b) such successor shall have a long-term senior unsecured debt rating satisfying the requirements set forth in Section 6.8, and (c) the Rating Agency Condition is satisfied.

Section 6.11Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator. Any entity into which the Trustee or the Note Administrator may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Note Administrator, shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee or the Note Administrator, shall be the successor of the Trustee or the Note Administrator, as applicable, hereunder; provided that with respect to the Trustee, such entity shall be otherwise qualified and eligible under this Article 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any of the Notes have been authenticated, but not delivered, by the Note Administrator then in office, any successor by merger, conversion or consolidation to such authenticating Note Administrator may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Note Administrator had itself authenticated such Notes.

Section 6.12Co-Trustees and Separate Trustee. At any time or times, including for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, for enforcement actions, or where a conflict of interest exists, the Issuer and the Trustee shall have power to appoint, one or more Persons to act as co-trustee jointly with the Trustee of all or any part of the Collateral, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such

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claims and enforce such rights of action on behalf of the Holders of the Notes as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.

The Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, the Trustee shall have power to make such appointment on its own.

Should any written instrument from the Issuer be required by any co-trustee, so appointed, more fully confirming to such co-trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay (but only from and to the extent of the Collateral) to the extent funds are available therefor under the Priority of Payments, for any reasonable fees and expenses in connection with such appointment.

Every co-trustee, shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

(a)all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee;

(b)the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee jointly in the case of the appointment of a co-trustee as shall be provided in the instrument appointing such co-trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by a co-trustee;

(c)the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of, or remove, any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12;

(d)no co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee hereunder, and any co-trustee hereunder shall be entitled to all the privileges, rights and immunities under Article 6 hereof, as if it were named the Trustee hereunder; and

(e)any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.

Section 6.13Direction to enter into the Servicing Agreement. The Issuer hereby directs the Trustee and the Note Administrator to enter into the Servicing Agreement. Each of the Trustee and the Note Administrator shall be entitled to the same rights, protections, immunities and indemnities afforded to each herein in connection with any matter contained in the Servicing Agreement.

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Section 6.14Representations and Warranties of the Trustee. The Trustee represents and warrants for the benefit of the other parties to this Indenture and the parties to the Servicing Agreement that:

(a)the Trustee is a national banking association with trust powers, duly and validly existing under the laws of the United States of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture and the Servicing Agreement, and is duly eligible and qualified to act as Trustee under this Indenture and the Servicing Agreement;

(b)this Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Trustee and each constitutes the valid and binding obligation of the Trustee, enforceable against it in accordance with its terms except (i) as limited by bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles, regardless of whether considered in a proceeding in equity or at law, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

(c)neither the execution, delivery and performance of this Indenture or the Servicing Agreement, nor the consummation of the transactions contemplated by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Trustee to obtain any consent, authorization, approval or registration under, any law, statute, rule, regulation, or any judgment, order, writ, injunction or decree that is binding upon the Trustee or any of its properties or Collateral or (ii) will violate the provisions of the Governing Documents of the Trustee; and

(d)there are no proceedings pending or, to the best knowledge of the Trustee, threatened against the Trustee before any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which could have a material adverse effect on the Collateral or the performance by the Trustee of its obligations under this Indenture or the Servicing Agreement.

Section 6.15Representations and Warranties of the Note Administrator. The Note Administrator represents and warrants for the benefit of the other parties to this Indenture and the parties to the Servicing Agreement that:

(a)the Note Administrator is a national banking association with trust powers, duly and validly existing under the laws of the United States of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture and the Servicing Agreement, and is duly eligible and qualified to act as Note Administrator under this Indenture and the Servicing Agreement;

(b)this Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Note Administrator and each constitutes the valid and binding obligation of the Note Administrator, enforceable against it in accordance with its terms except (i) as limited by bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles, regardless of whether considered in a proceeding in equity or at law, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

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(c)neither the execution, delivery and performance of this Indenture of the Servicing Agreement, nor the consummation of the transactions contemplated by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Note Administrator to obtain any consent, authorization, approval or registration under, any law, statute, rule, regulation, or any judgment, order, writ, injunction or decree that is binding upon the Note Administrator or any of its properties or Collateral or (ii) will violate the provisions of the Governing Documents of the Note Administrator; and

(d)there are no proceedings pending or, to the best knowledge of the Note Administrator, threatened against the Note Administrator before any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which could have a material adverse effect on the Collateral or the performance by the Note Administrator of its obligations under this Indenture or the Servicing Agreement.

Section 6.16Requests for Consents. In the event that the Trustee and Note Administrator receives written notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Collateral Interest (before or after any default) or in the event any action is required to be taken in respect to a Loan Document, the Note Administrator shall promptly forward such notice to the Issuer, the Servicer and the Special Servicer. The Special Servicer shall take such action as required under the Servicing Agreement as described in Section 10.10(f) of this Indenture.

Section 6.17Withholding.

(a)If any amount is required to be deducted or withheld from any payment to any Noteholder or payee, such amount shall reduce the amount otherwise distributable to such Noteholder or payee. The Note Administrator is hereby authorized to withhold or deduct from amounts otherwise distributable to any Noteholder or payee sufficient funds for the payment of any tax that is legally required to be withheld or deducted (but such authorization shall not prevent the Note Administrator from contesting any such tax in appropriate proceedings and legally withholding payment of such tax, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to any Noteholder or payee shall be treated as Cash distributed to such Noteholder or payee at the time it is deducted or withheld by the Issuer or the Note Administrator, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Note Administrator may in its sole discretion withhold such amounts in accordance with this Section 6.17. The Issuer agrees to timely provide to the Trustee accurate and complete copies of all documentation received from Noteholders or payee pursuant to Section 2.7(d) and Section 2.11(c) of this Indenture. Solely with respect to FATCA compliance and reporting, nothing herein shall impose an obligation on the part of the Note Administrator to determine the amount of any tax or withholding obligation on the part of the Issuer or in respect of the Notes.

ARTICLE 7

COVENANTS

Section 7.1Payment of Principal and Interest. The Issuer shall duly and punctually pay the principal of and interest on each Class of Notes in accordance with the terms of this Indenture. Amounts properly withheld under the Code or other applicable law by any Person

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from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer for all purposes of this Indenture.

The Note Administrator shall, unless prevented from doing so for reasons beyond its reasonable control, give notice to each Noteholder of any such withholding requirement no later than ten days prior to the related Payment Date from which amounts are required (as directed by the Issuer (or the Collateral Manager on its behalf)) to be withheld; provided that, despite the failure of the Note Administrator to give such notice, amounts withheld pursuant to applicable tax laws shall be considered as having been paid by the Issuer, as provided above.

Section 7.2Maintenance of Office or Agency. The Issuer hereby appoints the Note Administrator as a Paying Agent for the payment of principal of and interest on the Notes and where Notes may be surrendered for registration of transfer or exchange and the Issuer hereby appoints The Corporation Trust Company in New York, New York, as its agent where notices and demands to or upon the Issuer in respect of the Notes or this Indenture, may be served.

The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided, however, that the Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served, and, subject to any laws or regulations applicable thereto, an office or agency outside of the United States where Notes may be presented and surrendered for payment; provided, further, that no paying agent shall be appointed in a jurisdiction which subjects payments on the Notes to withholding tax. The Issuer shall give prompt written notice to the Trustee, the Note Administrator, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency.

If at any time the Issuer shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United States, or shall fail to furnish the Trustee and the Note Administrator with the address thereof, presentations and surrenders may be made (subject to the limitations described in the preceding paragraph) at and notices and demands may be served on the Issuer and Notes may be presented and surrendered for payment to the appropriate Paying Agent at its main office and the Issuer hereby appoints the same as their agent to receive such respective presentations, surrenders, notices and demands.

Section 7.3Amounts for Note Payments to be Held in Trust.

(a)All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Note Administrator or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes.

When the Paying Agent is not also the Notes Registrar, the Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each

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such Holder together with wiring instructions, contact information, and such other information reasonably required by the paying agent.

Whenever the Paying Agent is not also the Note Administrator, the Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Note Administrator to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due pursuant to the terms of this Indenture (to the extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Note Administrator) the Issuer shall promptly notify the Note Administrator of its action or failure so to act. Any amounts deposited with a Paying Agent (other than the Note Administrator) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Note Administrator for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or any Issuer Subsidiary for the non-payment to the Paying Agent of any amounts payable thereto until at least one year and 1 day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes issued under this Indenture.

The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order of the Issuer and at the sole cost and expense (including such Paying Agent’s fee) of the Issuer, with written notice thereof to the Note Administrator; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has (1) a long-term senior unsecured debt rating of “A2” or higher by Moody’s and a short-term debt rating of “P-1” by Moody’s and (2) a long-term senior unsecured debt rating of at least “AA” by Fitch and a short-term senior unsecured debt rating of at least “F2” by Fitch or (ii) each of the Rating Agencies confirms that employing such Paying Agent shall not adversely affect the then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term senior unsecured debt rating of “A2” or higher by Moody’s and “BBB+” or higher by Fitch and a short-term debt rating of “P-1” or higher by Moody’s and “F2” or higher by Fitch, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause the Paying Agent other than the Note Administrator to execute and deliver to the Note Administrator an instrument in which such Paying Agent shall agree with the Note Administrator (and if the Note Administrator acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 7.3, that such Paying Agent will:

(i)allocate all sums received for payment to the Holders of Notes in accordance with the terms of this Indenture;

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(ii)hold all sums held by it for the payment of amounts due with respect to the Notes for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(iii)if such Paying Agent is not the Note Administrator, immediately resign as a Paying Agent and forthwith pay to the Note Administrator all sums held by it for the payment of Notes if at any time it ceases to satisfy the standards set forth above required to be met by a Paying Agent at the time of its appointment;

(iv)if such Paying Agent is not the Note Administrator, immediately give the Note Administrator notice of any Default by the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and

(v)if such Paying Agent is not the Note Administrator at any time during the continuance of any such Default, upon the written request of the Note Administrator, forthwith pay to the Note Administrator all sums so held by such Paying Agent.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct the Paying Agent to pay, to the Note Administrator all sums held by the Issuer or held by the Paying Agent for payment of the Notes, such sums to be held by the Note Administrator in trust for the same Noteholders as those upon which such sums were held by the Issuer or the Paying Agent; and, upon such payment by the Paying Agent to the Note Administrator, the Paying Agent shall be released from all further liability with respect to such amounts.

Except as otherwise required by applicable law, any amounts deposited with the Note Administrator in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer on request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts and all liability of the Note Administrator or the Paying Agent with respect to such amounts (but only to the extent of the amounts so paid to the Issuer) shall thereupon cease. The Note Administrator or the Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the Issuer, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in amounts due and payable but not claimed is determinable from the records of the Paying Agent, at the last address of record of each such Holder.

Section 7.4Existence of the Issuer.

(a)So long as any Note is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or any of the Collateral; provided, however, that the Issuer shall be

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entitled to change its jurisdiction of formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer so long as (i) such change is not disadvantageous in any material respect to the Holders of the Notes, (ii) it delivers written notice of such change to the Note Administrator for delivery to the Holders of the Notes and the Rating Agencies and (iii) on or prior to the fifteenth (15th) Business Day following delivery of such notice by the Note Administrator to the Noteholders, the Note Administrator shall not have received written notice from a Majority of the Controlling Class or the Majority Income Noteholder objecting to such change. So long as any Rated Notes are Outstanding, the Issuer will maintain at all times at least one manager who is Independent of the Collateral Manager and its Affiliates.

(b)So long as any Note is Outstanding, the Issuer shall ensure that all limited liability company or other formalities regarding its existence are followed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is Outstanding, the Issuer shall not take any action or conduct its affairs in a manner that is likely to result in its separate existence being ignored or its Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. So long as any Note is Outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note is Outstanding, (i) the Issuer shall (A) pay its own liabilities only out of its own funds and (B) use separate stationery, invoices and checks, (C) hold itself out and identify itself as a separate and distinct entity under its own name; (D) hold title to its assets in its own name; (E) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that the Issuer’s assets may be included in a consolidated financial statement of its Affiliate; provided that (1) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Issuer from such Affiliate and to indicate that the Issuer’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on the Issuer’s own balance sheet; (G) allocate fairly and reasonably any overhead expenses, including for shared office space; (H) correct any known misunderstanding regarding its separate identity; and (I) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; and (ii) the Issuer shall not (A) commingle its assets with assets of any other Person; (B) guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others; (C) have its obligations guaranteed by any Affiliate; (D) pledge its assets to secure the obligations of any other Person (E) acquire any securities of any Affiliate of the Issuer; (F) own any asset or property other than property arising out of the actions permitted to be performed under the Transaction Documents; (G) have any subsidiaries (other than Issuer Subsidiaries); (H) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under the Transaction Documents; (I) engage in any transaction with any member that is not permitted under the terms of the Servicing Agreement or this Indenture; (J) pay dividends other than in accordance with the terms of this Indenture and its Governing Documents; (K) conduct business under an assumed name (i.e., no “DBAs”); (L) incur, create or assume any indebtedness other than as expressly permitted under the Transaction Documents; (M) enter into any contract or agreement with any of its Affiliates, except upon terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length transactions; provided that the foregoing shall not prohibit the Issuer from entering into the transactions or agreements contemplated by the Servicing Agreement or this Indenture; (N) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Issuer may invest in

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those investments (including ownership interests in Issuer Subsidiaries) permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; or (O) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Transaction Documents.

Section 7.5Protection of Collateral.

(a)The Note Administrator, at the expense of the Issuer and pursuant to any Opinion of Counsel received pursuant to Section 7.5(d) shall execute and deliver all such Financing Statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders and to:

(i)Grant more effectively all or any portion of the Collateral;

(ii)maintain or preserve the lien (and the priority thereof) of this Indenture or to carry out more effectively the purposes hereof;

(iii)perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations);

(iv)instruct the Special Servicer with respect to enforcement on any of the Collateral Interests or enforce on any other instruments or property included in the Collateral;

(v)instruct the Special Servicer to preserve and defend title to the Collateral Interests and preserve and defend title to the other Collateral and the rights of the Trustee, the Holders of the Notes in the Collateral against the claims of all persons and parties; and

(vi)pursuant to Section 11.1(a)(i)(1) and Section 11.1(a)(ii)(1), pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral.

The Issuer hereby designates the Note Administrator as its agent and attorney-in-fact to execute any Financing Statement, continuation statement or other instrument required pursuant to this Section 7.5. The Note Administrator agrees that it will from time to time execute and cause such Financing Statements and continuation statements to be filed (it being understood that the Note Administrator shall be entitled to rely upon an Opinion of Counsel described in Section 7.5(d), at the expense of the Issuer, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made).

(b)Neither the Trustee nor the Note Administrator shall (except in accordance with Section 10.12(a) or (b) and except for payments, deliveries and distributions otherwise

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expressly permitted under this Indenture) cause or permit the Custodial Account or the Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian was located on the Closing Date, unless the Trustee or the Note Administrator, as applicable, shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions.

(c)The Issuer shall (i) pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any Collateral that secure the Notes and timely file all tax returns and information statements as required, (ii) take all actions necessary or advisable to prevent the Issuer from becoming subject to any withholding or other taxes or assessments, and (iii) if required to prevent the withholding or imposition of United States income tax, deliver or cause to be delivered a United States IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable form, to each borrower, counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the time such item is purchased or entered into and thereafter prior to the expiration or obsolescence of such form.

(d)For so long as the Notes are Outstanding, on or about September 13, 2029 and every 55 months thereafter, the Issuer (or the Collateral Manager on its behalf) shall deliver to the Trustee and the Note Administrator, for the benefit of the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies, at the expense of the Issuer, an Opinion of Counsel stating what is required, in the opinion of such counsel, as of the date of such opinion, to maintain the lien and security interest created by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to Section 3.1(d), with regard to the perfection and priority of such security interest (and such Opinion of Counsel may likewise be subject to qualifications and assumptions similar to those set forth in the Opinion of Counsel delivered pursuant to Section 3.1(d)).

Section 7.6Notice of Any Amendments. The Issuer shall give notice to the 17g-5 Information Provider of, and satisfy the Rating Agency Condition with respect to, any amendments to its Governing Documents.

Section 7.7Performance of Obligations.

(a)The Issuer shall not take any action, and will use commercially reasonable efforts not to permit any action to be taken by others, that would release any Person from any of such Person’s covenants or obligations under any Instrument included in the Collateral, except in the case of enforcement action taken with respect to any Defaulted Collateral Interest in accordance with the provisions hereof and as otherwise required hereby.

(b)The Issuer may, with the prior written consent of the Majority of the Notes (other than the Income Notes) (or, if the Income Notes are the only Notes Outstanding, the Majority Income Noteholder), contract with other Persons, including the Servicer, the Special Servicer, the Note Administrator, the Collateral Manager or the Trustee, for the performance of actions and obligations to be performed by the Issuer hereunder by such Persons and the performance of the actions and other obligations with respect to the Collateral of the nature set forth in this Indenture. Notwithstanding any such arrangement, the Issuer shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be deemed to be performance of such actions and obligations by the Issuer; and the Issuer shall punctually perform, and use commercially reasonable efforts to cause the Servicer, the Special Servicer, the Collateral Manager or such other Person to perform, all of their obligations and agreements contained in this Indenture or such other agreement.

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(c)Unless the Rating Agency Condition is satisfied with respect thereto, the Issuer shall maintain the Servicing Agreement in full force and effect so long as any Notes remain Outstanding and shall not terminate the Servicing Agreement with respect to any Collateral Interest except upon the sale or other liquidation of such Collateral Interest in accordance with the terms and conditions of this Indenture.

(d)If the Issuer receives a notice from the Rating Agencies stating that it is not in compliance with Rule 17g-5, the Issuer shall take such action as mutually agreed between the Issuer and the Rating Agencies in order to comply with Rule 17g-5.

Section 7.8Negative Covenants.

(a)The Issuer shall not:

(i)sell, assign, participate, transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), any part of the Collateral, except as otherwise expressly permitted by this Indenture or the Servicing Agreement;

(ii)claim any credit on, make any deduction from, or dispute the enforceability of, the payment of the principal or interest payable in respect of the Notes (other than amounts required to be paid, deducted or withheld in accordance with any applicable law or regulation of any governmental authority) or assert any claim against any present or future Noteholder by reason of the payment of any taxes levied or assessed upon any part of the Collateral;

(iii)(A) incur or assume or guarantee any indebtedness, other than the Notes and this Indenture and the transactions contemplated hereby; or (B) issue any additional class of securities, other than the Notes and the Membership Interests;

(iv)(A) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this Indenture or the Notes, except as may be expressly permitted hereby; (B) permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds thereof, except as may be expressly permitted hereby; or (C) take any action that would permit the lien of this Indenture not to constitute a valid first priority security interest in the Collateral, except as may be expressly permitted hereby;

(v)amend the Servicing Agreement, except pursuant to the terms thereof;

(vi)[reserved];

(vii)to the maximum extent permitted by applicable law, dissolve or liquidate in whole or in part, except as permitted hereunder;

(viii)make or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms of this Indenture;

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(ix)become liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the lessee under any lease, hire any employees or pay any dividends to its members;

(x)maintain any bank accounts other than the Accounts;

(xi)conduct business under an assumed name, or change its name without first delivering at least 30 days’ prior written notice to the Trustee, the Note Administrator, the Noteholders and the Rating Agencies and an Opinion of Counsel to the effect that such name change will not adversely affect the security interest hereunder of the Trustee or the Secured Parties;

(xii)take any action that would result in it failing to qualify as a Qualified REIT Subsidiary of INCREF Sub-REIT for federal income tax purposes (including, but not limited to, an election to treat the Issuer as a “taxable REIT subsidiary,” as defined in Section 856(l) of the Code), unless, based on an Opinion of Counsel of Sidley Austin LLP or another nationally-recognized tax counsel experienced in such matters, the Issuer will be treated as a Qualified REIT Subsidiary of a REIT other than INCREF Sub-REIT;

(xiii)except for any agreements involving the purchase and sale of Collateral Interests having customary purchase or sale terms and documented with customary loan trading documentation, enter into any agreements unless such agreements contain “non-petition” and “limited recourse” provisions; or

(xiv)amend its organizational documents without satisfaction of the Rating Agency Condition in connection therewith.

(b)Neither the Issuer nor the Trustee shall sell, transfer, exchange or otherwise dispose of Collateral, or enter into or engage in any business with respect to any part of the Collateral, except as expressly permitted or required by this Indenture or the Servicing Agreement.

(c)[Reserved].

(d)For so long as any of the Notes are Outstanding, the Issuer shall not issue any Membership Interests to any Person other than INCREF Sub-REIT or a wholly-owned subsidiary of INCREF Sub-REIT.

(e)The Issuer shall not enter into any material new agreements (other than any Collateral Interest Purchase Agreement or other agreement contemplated by this Indenture) (including, without limitation, in connection with the sale of Collateral by the Issuer) without the prior written consent of the Holders of at least a Majority of the Notes (other than the Income Notes) (or, if the Income Notes are the only Notes Outstanding, the Majority Income Noteholder) and shall provide notice of all new agreements (other than any Collateral Interest or other agreement specifically contemplated by this Indenture) to the Holders of the Notes. The foregoing notwithstanding, the Issuer may agree to any material new agreements; provided that (i) the Issuer (or the Collateral Manager on its behalf) determines that such new agreements would not, upon becoming effective, adversely affect the rights or interests of any Class or Classes of Noteholders and (ii) subject to satisfaction of the Rating Agency Condition.

(f)As long as any Note is Outstanding, the Advancing Agent shall cause the Retention Holder to not transfer (whether by means of actual transfer or a transfer of beneficial ownership for U.S. federal income tax purposes), pledge or hypothecate the Retained Notes, any

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retained or repurchased Notes or the Membership Interests to any other Person (except to an Affiliate that is wholly-owned by INCREF Sub-REIT and is disregarded for U.S. federal income tax purposes) unless the Issuer receives a No Entity-Level Tax Opinion with respect to such transfer, pledge or hypothecation.

(g)Any financing arrangement pursuant to Section 7.8(f) shall prohibit any further transfer (whether by means of actual transfer or a transfer of beneficial ownership for U.S. federal income tax purposes) of any retained or repurchased Notes, the Retained Notes and the Membership Interests, including a transfer in connection with any exercise of remedies under such financing unless the Issuer receives a No Entity-Level Tax Opinion with respect to such further transfer

Section 7.9Statement as to Compliance. On or before January 31, in each calendar year, commencing in 2026 or immediately if there has been a Default in the fulfillment of an obligation under this Indenture, the Issuer shall deliver to the Trustee, the Note Administrator and the 17g-5 Information Provider an Officer’s Certificate given on behalf of the Issuer and without personal liability stating, as to each signer thereof, that, since the date of the last certificate or, in the case of the first certificate, the Closing Date, to the best of the knowledge, information and belief of such Officer, the Issuer has fulfilled all of its obligations under this Indenture or, if there has been a Default in the fulfillment of any such obligation, specifying each such Default known to them and the nature and status thereof.

Section 7.10Issuer May Consolidate or Merge Only on Certain Terms. The Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its Collateral to any Person, unless permitted by the Governing Documents and unless:

(i)the Issuer shall be the surviving entity, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or to which all or substantially all of the Collateral of the Issuer are transferred shall be an entity organized and existing under the laws of the State of Delaware or such other jurisdiction approved by a Majority of each and every Class of the Notes (each voting as a separate Class); provided that no such approval shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of formation pursuant to Section 7.4 hereof; and provided, further, that the surviving entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due and punctual payment of the principal of and interest on all Notes and other amounts payable hereunder and under the Servicing Agreement and the performance and observance of every covenant of this Indenture and the Servicing Agreement on the part of the Issuer to be performed or observed, all as provided herein;

(ii)the Rating Agency Condition shall be satisfied;

(iii)if the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or to which all or substantially all of the Collateral of the Issuer are transferred shall have agreed with the Trustee and the Note Administrator (A) to observe the same legal requirements for the recognition of such formed or surviving entity as a legal entity separate and apart from any of its Affiliates as are applicable to the Issuer with respect to its Affiliates and (B) not to consolidate or merge with or into any other Person or transfer or convey all or substantially all of the Collateral to any other Person except in accordance with the provisions of this Section 7.10, unless in connection with a sale of the Collateral pursuant to Article 5, Article 9 or Article 12;

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(iv)if the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or to which all or substantially all of the Collateral of the Issuer are transferred shall have delivered to the Trustee, the Note Administrator, the Servicer, the Special Servicer, the Collateral Manager and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in Section 7.10(i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); that, immediately following the event which causes such Person to become the successor to the Issuer, (A) such Person has good and marketable title, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture, to the Collateral securing, in the case of a consolidation or merger of the Issuer, all of the Secured Notes or, in the case of any transfer or conveyance of the Collateral securing any of the Secured Notes, such Secured Notes, (B) the Trustee continues to have a valid perfected first priority security interest in the Collateral securing, in the case of a consolidation or merger of the Issuer, all of the Secured Notes, or, in the case of any transfer or conveyance of the Collateral securing any of the Secured Notes, such Secured Notes and (C) such other matters as the Trustee, the Note Administrator, the Servicer, the Special Servicer, the Collateral Manager or any Noteholder may reasonably require;

(v)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(vi)the Issuer shall have delivered to the Trustee, the Note Administrator and each Noteholder an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and such supplemental indenture comply with this Article 7 and that all conditions precedent in this Article 7 provided for relating to such transaction have been complied with;

(vii)the Issuer has received an opinion from Sidley Austin LLP or an opinion of other nationally recognized U.S. tax counsel experienced in such matters that the Issuer or the Person with whom the Issuer will be consolidated or merged will be treated as a Qualified REIT Subsidiary;

(viii)the Issuer has received an opinion from Sidley Austin LLP or an opinion of other nationally recognized U.S. tax counsel experienced in such matters that such action will not adversely affect the tax treatment of the Noteholders as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent; and

(ix)after giving effect to such transaction, the Issuer shall not be required to register as an investment company under the 1940 Act.

Section 7.11Successor Substituted. Upon any consolidation or merger, or transfer or conveyance of all or substantially all of the Collateral of the Issuer, in accordance with Section 7.10 hereof, the Person formed by or surviving such consolidation or merger (if other than the Issuer), or the Person to which such consolidation, merger, transfer or conveyance is

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made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. In the event of any such consolidation, merger, transfer or conveyance, the Person named as the “Issuer” in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Article 7 may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all the Notes and from its obligations under this Indenture.

Section 7.12No Other Business. The Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant to this Indenture and any supplements thereto, issuing its Membership Interests in accordance with its Governing Documents and acquiring, owning, holding, disposing of and pledging the Collateral in connection with the Notes and such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

Section 7.13Reporting. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the Issuer shall promptly furnish or cause to be furnished “Rule 144A Information” (as defined below) to such Holder or beneficial owner, to a prospective purchaser of such Note designated by such Holder or beneficial owner or to the Note Administrator for delivery to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit compliance by such Holder or beneficial owner with Rule 144A under the Securities Act in connection with the resale of such Note by such Holder or beneficial owner. “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto). The Note Administrator shall reasonably cooperate with the Issuer in mailing or otherwise distributing (at the Issuer’s expense) to such Noteholders or prospective purchasers, at and pursuant to the Issuer’s written direction the foregoing materials prepared by or on behalf of the Issuer; provided, however, that the Note Administrator shall be entitled to prepare and affix thereto or enclose therewith reasonable disclaimers to the effect that such Rule 144A Information was not assembled by the Note Administrator, that the Note Administrator has not reviewed or verified the accuracy thereof, and that it makes no representation as to such accuracy or as to the sufficiency of such information under the requirements of Rule 144A or for any other purpose.

Section 7.14Calculation Agent.

(a)The Issuer hereby agrees that for so long as any Notes remain Outstanding there shall at all times be an agent appointed to calculate the Benchmark in respect of each Interest Accrual Period in accordance with the terms of Schedule B attached hereto (the “Calculation Agent”). The Issuer has appointed the Note Administrator as Calculation Agent for purposes of determining the Benchmark for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time with cause or without cause upon 30 days’ written notice. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine the rate using the Benchmark or the Interest Distribution Amount for any Class of Notes in respect of any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent or a Majority of the Holders of the Notes, on behalf of itself and all others similarly

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situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent.

(b)The Calculation Agent shall be required to agree that, as soon as practicable after the Reference Time, but in no event later than 11:00 a.m. (New York time) on the Business Day immediately following each Benchmark Determination Date, the Calculation Agent shall calculate the Benchmark for the next Interest Accrual Period and will communicate such information to the Note Administrator, who shall include such calculation on the next Monthly Report following such Benchmark Determination Date. The Calculation Agent shall notify the Issuer and the Collateral Manager before 5:00 p.m. (New York time) on each Benchmark Determination Date if it has not determined and is not in the process of determining the Benchmark and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Note Interest Rates and the related Interest Distribution Amounts, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Section 7.15REIT Status.

(a)INCREF Sub-REIT shall not take any action that results in the Issuer failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of INCREF Sub-REIT for U.S. federal income tax purposes, unless, based on an Opinion of Counsel, the Issuer will be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT other than INCREF Sub-REIT for U.S. federal income tax purposes.

Section 7.16Permitted Subsidiaries. Notwithstanding any other provision of this Indenture, the Collateral Manager on behalf of the Issuer shall, following delivery of an Issuer Order to the parties hereto, be permitted to sell or transfer to a Permitted Subsidiary at any time any Sensitive Asset for consideration consisting entirely of the equity interests of such Permitted Subsidiary (or for an increase in the value of equity interests already owned). Such Issuer Order shall certify that the sale of a Sensitive Asset is being made in accordance with satisfaction of all requirements of this Indenture. The Custodian shall, upon receipt of a Request for Release with respect to a Sensitive Asset, release such Sensitive Asset and shall deliver such Sensitive Asset as specified in such Request for Release. The following provisions shall apply to all Sensitive Asset and Permitted Subsidiaries:

(a)For all purposes under this Indenture, any Sensitive Asset transferred to a Permitted Subsidiary shall be treated as if it were an asset owned directly by the Issuer.

(b)Any distribution of Cash by a Permitted Subsidiary to the Issuer shall be characterized as Interest Proceeds or Principal Proceeds to the same extent that such Cash would have been characterized as Interest Proceeds or Principal Proceeds if received directly by the Issuer and each Permitted Subsidiary shall cause all proceeds of and collections on each Sensitive Asset owned by such Permitted Subsidiary to be deposited into the Payment Account.

(c)To the extent applicable, the Issuer shall form one or more Securities Accounts with the Securities Intermediary for the benefit of each Permitted Subsidiary and shall, to the extent applicable, cause each Sensitive Asset to be credited to such Securities Accounts.

(d)Notwithstanding the complete and absolute transfer of a Sensitive Asset to a Permitted Subsidiary, the ownership interests of the Issuer in a Permitted Subsidiary or any property distributed to the Issuer by a Permitted Subsidiary shall be treated as a continuation of

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its ownership of the Sensitive Asset that was transferred to such Permitted Subsidiary (and shall be treated as having the same characteristics as such Sensitive Asset).

(e)If the Special Servicer on behalf of the Trustee, the Collateral Manager or any other authorized party takes any action under this Indenture to sell, liquidate or dispose of all or substantially all of the Collateral, the Issuer (or the Collateral Manager on its behalf) shall cause each Permitted Subsidiary to sell each Sensitive Asset and all other Collateral held by such Permitted Subsidiary and distribute the proceeds of such sale, net of any amounts necessary to satisfy any related expenses and tax liabilities, to the Issuer in exchange for the equity interest in such Permitted Subsidiary held by the Issuer.

Section 7.17Repurchase Requests. If the Issuer, the Trustee, the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer receives any request or demand that a Collateral Interest be repurchased or replaced arising from any Material Breach of a representation or warranty made with respect to such Collateral Interest or any Material Document Defect (any such request or demand, a “Repurchase Request”) or a withdrawal of a Repurchase Request from any Person other than the Servicer or Special Servicer, then the Collateral Manager (on behalf of the Issuer), the Trustee or the Note Administrator, as applicable, shall promptly forward such notice of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, to the Servicer (if related to a Collateral Interest that is, or is related to, a Performing Mortgage Loan as defined in the Servicing Agreement) or Special Servicer, and include the following statement in the related correspondence: “This is a “[Repurchase Request]/[withdrawal of a Repurchase Request]” under Section 3.19 of the Servicing Agreement relating to INCREF 2025-FL1 LLC, requiring action from you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request or withdrawal of a Repurchase Request by the Collateral Manager, the Servicer or Special Servicer pursuant to the prior sentence, the Servicer or the Special Servicer, as applicable, shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, and shall be responsible for complying with the procedures set forth in Section 3.19 of the Servicing Agreement with respect to such Repurchase Request.

Section 7.18Purchase of Ramp-Up Collateral Interests. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, prior to the Ramp-Up Completion Date (or, in the case of any Committed Ramp-Up Collateral Interest, within 30 days after the Ramp-Up Acquisition Period), use commercially reasonable efforts to apply amounts on deposit in the Unused Proceeds Account to purchase Ramp-Up Collateral Interests in accordance with Section 10.4(d) (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this Indenture) for inclusion in the Collateral upon receipt by the Trustee and the Note Administrator of (i) an Issuer Order or trade confirmation executed by the Issuer (or the Collateral Manager on behalf of the Issuer) with respect thereto directing the Note Administrator to pay out the amount specified therein against delivery of such Ramp-Up Collateral Interests specified therein and (ii) a certificate of an Authorized Officer of the Issuer (or the Collateral Manager) (which certification shall be deemed to be made upon delivery of a trade confirmation or Issuer Order), dated as of the trade date, to the effect that after giving effect to such purchase and Grant of the Ramp-Up Collateral Interests, the Eligibility Criteria are met with respect to the Ramp-Up Collateral Interests purchased and the Acquisition Criteria and the Acquisition and Disposition Requirements are satisfied.

Section 7.19Ramp-Up Completion Date Actions.

(a)The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee, the Note Administrator and the Rating Agencies on the Ramp-Up

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Completion Date an amended Schedule A listing all Collateral Interests Granted to the Trustee pursuant to Section 7.18 on or before the Ramp-Up Completion Date and included in the Collateral on the Ramp-Up Completion Date, which schedule shall supersede any prior Schedule A delivered to the Trustee.

(b)Within 30 Business Days after the Ramp-Up Completion Date, the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide to the Rating Agencies, the Note Administrator and the Trustee, the following documents: (A) a report of the Collateral Manager (x) confirming the name of the borrower, the unpaid Principal Balance, the coupon and maturity date with respect to each Ramp-Up Collateral Interest owned by the Issuer as of the Ramp-Up Completion Date, and (y) containing information from the Note Administrator confirming that, as of the Ramp-Up Completion Date, the Note Protection Tests were satisfied (the “Ramp-Up Completion Date Report”) and (B) an unqualified certificate of the Collateral Manager on behalf of the Issuer (x) certifying as to the satisfaction of the items set forth in clause (A) above and (y) certifying that each Ramp-Up Collateral Interest, if any, satisfied all of the applicable Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements applicable to Ramp-Up Collateral Interests. If the Issuer or the Collateral Manager delivers a report that meets the requirements set forth in clause (A) and the Collateral Manager delivers a certificate that meets the requirements set forth in clause (B), then a confirmation from Moody’s of the ratings assigned by Moody’s to the Notes on the Closing Date will be deemed to have been provided. If (1) within such 30-Business Day period, the Issuer, or the Collateral Manager on behalf of the Issuer, fails to provide the items described in foregoing clauses (A) and (B), (2) within such 30-Business Day period, any rating assigned by Moody’s as of the Closing Date to any Class of Notes has been downgraded or withdrawn, or (3) on or before the later of the 30th Business Day after the Ramp-Up Completion Date and the 10th Business Day following the receipt by Fitch of the items described in the foregoing clauses (A) and (B), Fitch does not provide a No Downgrade Confirmation with respect to the ratings assigned by Fitch as of the Closing Date for any Class of Notes (which confirmation may take the form of a press release or other written communication), a “Rating Confirmation Failure” shall occur; provided that at any time when the Retention Holder or an Affiliate thereof that is wholly-owned by INCREF Sub-REIT and is a disregarded entity for U.S. federal income tax purposes holds 100% of the Income Notes and 100% of the Membership Interests, including after the Reinvestment Period, it may contribute additional Cash, Eligible Investments and/or Collateral Interests satisfying the Eligibility Criteria and subject to the satisfaction of the Acquisition and Disposition Requirements (but without regard to the Acquisition Criteria) to the Issuer in accordance with Section 12.2(c) of this Indenture, including, but not limited to, for purposes of avoiding a Rating Confirmation Failure.

Section 7.20Servicing of Loans and Control of Servicing Decisions. The Mortgage Loans (other than the Non-Serviced Loans) will be serviced by the Servicer or, with respect to Specially Serviced Loans, the Special Servicer, in each case pursuant to the Servicing Agreement, subject to the consultation, consent and direction rights of the Collateral Manager, as set forth in the Servicing Agreement, subject to those conditions, restrictions or termination events expressly provided therein. Nothing in this Indenture shall be interpreted to limit in any respect the rights of the Collateral Manager under the Servicing Agreement and none of the Issuer, Note Administrator and Trustee shall take any action under this Indenture inconsistent with the Collateral Manager’s rights set forth under the Servicing Agreement.

Section 7.21ABS Due Diligence Services. If any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services such party may have provided with respect to the Collateral Interests (any such party, a “Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5

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Website. The 17g-5 Information Provider shall post on the 17g-5 Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Indenture, promptly upon receipt thereof.

Section 7.22Designated Transaction Representative.

(a)[Reserved].

(b)[Reserved].

(c)In the discharge of its obligations, the Designated Transaction Representative shall not be liable for actions taken or omitted to be taken unless such actions are taken or omitted to be taken by reason of the Designated Transaction Representative’s gross negligence. The Issuer hereby waives and releases, subject to the foregoing, any and all claims with respect to any action taken or omitted to be taken with respect to a Benchmark Replacement, including, without limitation, determinations as to the occurrence of a Benchmark Transition Event or a Benchmark Replacement Date, the selection of a Benchmark Replacement, the determination of the applicable Benchmark Replacement Adjustment, and the determination and implementation of any Benchmark Replacement Conforming Changes.

(d)The Designated Transaction Representative shall have no direct or indirect liability whatsoever to the holders of any interest in any Note, it being understood that the only remedies available to holders of the Notes in respect of any Benchmark Replacement will be the implementation via court order of a different Benchmark Replacement and the implementation of any court-ordered Benchmark Replacement Date, Benchmark Replacement Adjustment, and the determination and implementation of any Benchmark Replacement Conforming Changes and other potential remedies, but not any remedies against the Designated Transaction Representative.

(e)[Reserved].

(f)The Designated Transaction Representative shall have no responsibility in respect of any failure to select a Benchmark Replacement due to the unavailability of sufficient guidance from the Relevant Governmental Body or ISDA Definitions or from market practice (taking into account guidance from consultants, advisors or experts) or in the event the Designated Transaction Representative determines in its discretion that there is not otherwise an industry-accepted rate of interest, spread adjustment or methods for calculating a Benchmark Replacement. The Designated Transaction Representative shall be fully protected in acting in accordance with its understanding of the recommendations, selections, endorsements or any other guidelines provided by a Relevant Governmental Body or ISDA; provided, however, that the Designated Transaction Representative shall only be liable to the extent that it was grossly negligent. In the event the Designated Transaction Representative has to make determinations giving due consideration to industry-accepted standards or market practice, the Designated Transaction Representative shall, unless it has acted grossly negligent, be fully protected in making such determinations based on its understanding of current industry-accepted standards or market practice (it being understood that such standards or practices may evolve quickly and over time), and the Designated Transaction Representative may, in its sole discretion, refrain from performing its obligations until it determines that such industry-accepted standards or market practice exist to make such determinations. In all cases, the Designated Transaction Representative may consult with and shall be entitled to conclusively rely on the advice of legal counsel and the advice of consultants, advisors and experts with respect to any determination that the Designated Transaction Representative is required to make as Designated Transaction Representative and shall be protected if it acts in reliance upon such advice.

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(g)The Designated Transaction Representative shall incur no liability to anyone in acting upon any signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. The Designated Transaction Representative may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the Designated Transaction Representative shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it. The Designated Transaction Representative shall in no event have any liability for the actions or omissions of the Issuer, the Servicer, the Note Administrator or any other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Issuer, the Servicer, the Note Administrator or another Person.

(h)Under no circumstances shall the Designated Transaction Representative be liable for indirect, punitive, special or consequential damages under or pursuant to this Indenture, its duties or obligations hereunder or arising out of or relating to the subject matter hereof, even if the Designated Transaction Representative has been advised of the likelihood of such damages and regardless of the form of such action. Notwithstanding anything herein and without limiting the generality of any terms of Section 2.16 or this Section 7.22, the Designated Transaction Representative shall not have any liability to the extent of any expense, loss, damage, demand, charge or claim resulting from or caused by events or circumstances beyond the reasonable control of such party including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities markets, power or other mechanical or technological failures or interruptions, computer viruses, communications disruptions, work stoppages, natural disasters, fire, war, terrorism, riots, rebellions, or other similar acts. No provision of this Indenture shall require the Designated Transaction Representative to take any action that it believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties thereunder if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Designated Transaction Representative shall not be deemed to have notice or knowledge of any provisions or terms of any Transaction Document to which it is not a party.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1Supplemental Indentures Without Consent of Noteholders.

(a)Without the consent of the Holders of any Notes, and without satisfaction of the Rating Agency Condition, the Issuer, when authorized by Board Resolutions of the Issuer, the Trustee and the Note Administrator, at any time and from time to time subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto, in form satisfactory to the parties thereto, for any of the following purposes:

(i)evidence the succession of any Person to the Issuer and the assumption by any such successor of the covenants of the Issuer herein and in the Notes;

(ii)add to the covenants of the Issuer, the Note Administrator or the Trustee for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Issuer, as applicable;

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(iii)convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes;

(iv)evidence and provide for the acceptance of appointment hereunder of a successor Trustee or a successor Note Administrator and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9, Section 6.10 and Section 6.12 hereof;

(v)correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of this Indenture;

(vi)modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption or exclusion from registration under the Securities Act, the Exchange Act or the 1940 Act (including, without limitation, (A) to prevent any Class of Notes from being considered an “ownership interest” under Section 619 of Dodd-Frank (such statutory provision together with such implementing regulations, the “Volcker Rule”) or (B) to prevent the Issuer from being considered a “covered fund” under the Volcker Rule) or to remove restrictions on resale and transfer to the extent not required thereunder;

(vii)accommodate the issuance, if any, of Notes in global or book entry form through the facilities of DTC or otherwise;

(viii)to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes, or to prevent the Issuer, the holders of the Notes, or the Trustee from being subject to withholding or other taxes, fees or assessments or from otherwise being subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis;

(ix)amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes;

(x)accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise;

(xi)authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith;

(xii)evidence changes to applicable laws and regulations;

(xiii)to modify, eliminate or add to any of the provisions of this Indenture in the event the U.S. Credit Risk Retention Rules, the EU Securitization Rules, UK Securitization Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk

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retention requirements in the event of such amendment or repeal; provided that (a) with respect to the U.S. Credit Risk Retention Rules, the Trustee has received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the U.S. Credit Risk Retention Rules, and (b) with respect to the EU Securitization Rules or UK Securitization Rules, the EU/UK Retention Holder (1) consents thereto and (2) certifies to the Trustee that it has received written legal advice to the effect that the action is consistent with, and will not cause a violation of, the EU Securitization Rules or the UK Securitization Rules (as applicable);

(xiv)reduce the minimum denominations required for transfer of the Notes;

(xv)modify the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if (a) the Collateral Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax purposes, as evidenced by an opinion of counsel;

(xvi)modify the procedures set forth in this Indenture relating to compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Collateral Manager, the Note Administrator, Trustee, any paying agent, the Servicer or the Special Servicer (in each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder; provided, further, that the Collateral Manager must provide a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; and

(xvii)make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the party requesting the supplemental indenture represents that it believes the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto and (A) such party has obtained an opinion of counsel to such effect or (B) such party has obtained an officer’s certificate of the Collateral Manager to such effect;

(xviii)provided that (subject to the further provisions on modification and amendment of this Indenture set forth below) such action would not adversely affect the tax treatment of the Offered Notes as indebtedness, constitute an event requiring the beneficial owner of the Offered Notes to recognize gain or loss for U.S. federal income tax purposes, or cause the Issuer to be subject to U.S. federal tax on a net income basis.

The Note Administrator and Trustee are each hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Note Administrator and Trustee shall not be obligated to enter into any such supplemental indenture which affects the Note Administrator’s or Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law.

Neither the Trustee nor the Note Administrator will enter into any such supplemental indenture unless the Trustee and the Note Administrator have received, in addition to such other requirements under this Indenture, an opinion from Sidley Austin LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental

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indenture will not cause the Issuer to fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes.

(b)Notwithstanding Section 8.1(a) and Section 8.2 or any other provision of this Indenture, without prior notice to, and without the consent of the Holders of any Notes or satisfaction of the Rating Agency Condition, the Issuer, when authorized by Board Resolutions of the Issuer, the Advancing Agent, the Trustee and the Note Administrator, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Note Administrator, for any of the following purposes:

(i)to conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto);

(ii)to correct any defect or ambiguity in this Indenture in order to address any manifest error, omission or mistake in any provision of this Indenture;

(iii)to conform this Indenture to any Rating Agency Test Modification;

(iv)to provide for the Notes of each Class to bear interest based on the applicable Benchmark Replacement from and after the related Benchmark Replacement Date; and/or, at the direction of the Designated Transaction Representative, to make Benchmark Replacement Conforming Changes; and

(v)to amend the provisions of Section 2.17 to reflect a change in the principal amount or priority of the Income Note Components or to otherwise reflect a change in the sub-division of the Income Notes for purposes of excess inclusion income; provided that no amendment to Section 2.17 shall affect the principal amount or priority of any more senior Class of Notes in accordance with the Priority of Payments.

Section 8.2Supplemental Indentures with Consent of Noteholders. Except as set forth below and in Section 8.1, the Note Administrator, the Trustee, the Advancing Agent and the Issuer may enter into one or more indentures supplemental hereto to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of any Class of Notes under this Indenture only with (x) the written consent of the holders of at least a majority of the aggregate outstanding principal amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes owned by the Collateral Manager or any of its affiliates) and (y) satisfaction of the Rating Agency Condition. The Note Administrator will give 10 Business Days’ notice of such change to the holders of each Class of Notes, requesting notification by such Noteholders if any such Noteholders would be materially and adversely affected by the proposed supplemental indenture. The Note Administrator will be required to include notice of such consent request in the next Monthly Report and a copy of the proposed supplemental indenture will be posted on the Note Administrator’s website. Following such initial 10 Business Day period, the Note Administrator will provide three successive additional 10 Business Days’ notices to any holder of Notes that did not respond to the initial notice. Unless the Note Administrator is notified (after giving such initial 10 Business Days’ notice and the three additional 10 Business Days’ notices, as applicable) by holders of at least 33 1/3 in aggregate outstanding principal amount (excluding any Notes held by the Collateral Manager or its affiliates or by any accounts managed by them) of the Notes of any Class that such Class of Notes will be materially and adversely affected by the proposed supplemental indenture, subject to any additional requirements set forth in this Indenture, the interests of such Class will be deemed not to be materially and adversely affected by such proposed supplemental indenture; provided that a Class of Notes may only be deemed to not be materially and adversely affected without the written consent by at least a majority of the

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Notes of any Class by up to five (5) proposed supplemental indentures in the aggregate; provided further that repeated requests for a supplemental indenture on separate occasions relating to the same subject matter will count as a separate proposal; provided further that the required multiple notices provided by the Note Administrator as described above for the same proposed supplemental indenture will constitute a single proposal. The consent of the holder of the Income Notes will be binding on all present and future holders of the Income Notes.

Without the consent of all of the Holders of each Outstanding Class of Notes materially adversely affected thereby, no supplemental indenture may:

(a)change the Stated Maturity Date of the principal of or the due date of any installment of interest on any Note, reduce the principal amount thereof or the Note Interest Rate thereon or the Redemption Price with respect to any Note, change the earliest date on which any Note may be redeemed at the option of the Issuer, change the provisions of this Indenture that apply proceeds of any Collateral to the payment of principal of or interest on Notes or change any place where, or the coin or currency in which, any Note or the principal thereof or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity Date thereof (or, in the case of redemption, on or after the applicable Redemption Date);

(b)reduce the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class whose holders’ consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this Indenture;

(c)impair or adversely affect the Collateral except as otherwise permitted in this Indenture;

(d)permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Note of the security afforded by the lien of this Indenture;

(e)reduce the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class whose consent is required to request the Trustee to preserve the Collateral or rescind any election to preserve the Collateral pursuant to Section 5.5 or to sell or liquidate the Collateral pursuant to Section 5.4 or Section 5.5 hereof;

(f)modify the definition of the terms “Outstanding” or the provisions of Section 11.1(a) or Section 13.1 hereof;

(g)modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest on or principal of any Note on any Payment Date (or any other date) or to affect the rights of the Holders of Notes to the benefit of any provisions for the redemption of such Notes contained herein;

(h)reduce the permitted minimum denominations of the Notes below the minimum denomination necessary to maintain an exemption from the registration requirements of the Securities Act or the 1940 Act; or

(i)modify any provisions regarding non-recourse or non-petition covenants with respect to the Issuer.

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Notwithstanding the foregoing, with the consent of a majority of the holders of each outstanding Class of Notes, a supplemental indenture may:

(j)modify any of the provisions of this Indenture with respect to supplemental indentures except to increase the percentage of outstanding Notes whose holders’ consent is required for any such action or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the holder of each outstanding Note affected thereby;

(k)modify the definitions of the terms “Acquisition Criteria,” “Controlling Class,” “Majority,” “Reinvestment Period” and “Supermajority” set forth in this Indenture; or

(l)modify the Eligibility Criteria, the Acquisition Criteria or the Note Protection Tests, other than with respect to a Rating Agency Test Modification.

Section 8.3Execution of Supplemental Indentures. In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the trusts created by this Indenture, the Note Administrator and Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Note Administrator and Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

The Servicer and Special Servicer will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however, that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Servicer or Special Servicer adversely affect the Servicer or Special Servicer, the Servicer or Special Servicer, as applicable, shall not be bound (and the Issuer agrees that it will not permit any such amendment to become effective) unless the Servicer or Special Servicer, as applicable, gives prior written consent to the Note Administrator, the Trustee and the Issuer to such amendment. The Issuer, the Trustee and the Note Administrator shall give written notice to the Servicer and Special Servicer of any amendment made to this Indenture pursuant to its terms. In addition, the Servicer or Special Servicer’s written consent shall be required prior to any amendment to this Indenture by which it is adversely affected.

The Collateral Manager will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however, that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Collateral Manager adversely affect the Collateral Manager, the Collateral Manager, as applicable, shall not be bound (and the Issuer agrees that it will not permit any such amendment to become effective) unless the Collateral Manager, as applicable, gives written consent to the Note Administrator, the Trustee and the Issuer to such amendment; provided, further, that, if the Collateral Manager does not notify the Note Administrator and the Trustee that it is adversely affected by such amendment or supplement within the afore-mentioned ten (10) Business Days, then the Collateral Manager shall be deemed not to be adversely affected by such amendment or

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supplement. The Issuer and the Note Administrator shall give written notice to the Collateral Manager of any amendment made to this Indenture pursuant to its terms.

At the cost of the Issuer, the Note Administrator shall provide to each Noteholder and, for so long as any Class of Secured Notes shall remain Outstanding and is rated, the Note Administrator shall provide to the 17g-5 Information Provider and the Rating Agencies a copy of any proposed supplemental indenture at least fifteen (15) Business Days prior to the execution thereof by the Note Administrator, and following execution shall provide to the 17g-5 Information Provider and the Rating Agencies a copy of the executed supplemental indenture.

The Trustee shall not enter into any such supplemental indenture unless (i) such action would not adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent, as evidenced by an Opinion of Counsel from Sidley Austin LLP or other nationally recognized U.S. tax counsel experienced in such matters, and (ii) the Trustee and the Note Administrator have received an Opinion of Counsel from Sidley Austin LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT. The Trustee and the Note Administrator shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Opinion of Counsel forwarded to the Trustee and Note Administrator certifying that, following provision of notice of such supplemental indenture to the Noteholders that the Holders of Notes would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Notes. Neither the Trustee nor the Note Administrator shall be liable for any such determination made in good faith and in reliance upon such Opinion of Counsel, as the case may be.

It shall not be necessary for any Act of Noteholders under this Article 8 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer, the Note Administrator, the Advancing Agent and the Trustee of any supplemental indenture pursuant to this Article 8, the Note Administrator, at the expense of the Issuer, shall post an executed version of such supplemental indenture on the Note Administrator’s Website, shall provide such executed version to the Servicer, the Special Servicer and, so long as the Notes are Outstanding and are rated by the Rating Agencies, shall provide such executed version to the 17g-5 Information Provider for posting. Any failure of the Trustee and the Note Administrator to provide any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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Section 8.4Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article 8, this Indenture shall be modified in accordance therewith, such supplemental indenture shall form a part of this Indenture for all purposes and every Holder of Notes theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.

Section 8.5Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 8 may, and if required by the Note Administrator shall, bear a notice in form approved by the Note Administrator as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Notes, so modified as to conform in the opinion of the Note Administrator and the Issuer to any such supplemental indenture, may be prepared and executed by the Issuer and authenticated and delivered by the Note Administrator in exchange for Outstanding Notes. Notwithstanding the foregoing, any Note authenticated and delivered hereunder shall be subject to the terms and provisions of this Indenture, and any supplemental indenture.

ARTICLE 9

REDEMPTION OF NOTES; REDEMPTION PROCEDURES

Section 9.1Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption.

(a)The Notes may be redeemed by the Issuer at the option of and at the direction of the Collateral Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on which the Aggregate Outstanding Amount of the Offered Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Offered Notes on the Closing Date; provided that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price.

(b)The Notes shall be redeemable by the Issuer in whole but not in part, at the written direction of the Majority Income Noteholder delivered to the Issuer and the Note Administrator, on the Payment Date following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the receipt of such written direction of a Tax Redemption, the Note Administrator shall provide written notice thereof to the Noteholders and the Rating Agencies.

(c)The Notes shall be redeemable by the Issuer in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-Call Period, at the written direction of the Majority Income Noteholder to the Issuer, the Note Administrator and the Trustee (such redemption, an “Optional Redemption”); provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Collateral Interest to any Affiliate other than the Retention Holder in connection with an Optional Redemption.

Notwithstanding anything herein to the contrary in this Indenture, in the case of an Optional Redemption, after providing for the payment of the Redemption Prices of all Classes of Offered Notes and all accrued and unpaid Company Administrative Expenses (and any other

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amounts owed to the Servicer or Special Servicer under the Servicing Agreement), if the Income Noteholders and/or one or more Affiliates thereof own 100% of one or more of the most junior Classes of Notes, such holder(s) may elect to exchange such Notes for all of the remaining Collateral Interests and other assets of the Issuer, in lieu of the Issuer paying such holder(s) the Redemption Price for such Notes.

(d)The Notes shall be redeemable by the Issuer in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date occurring in January, April, July and October in each year, beginning on the Payment Date occurring in April 2035, upon the occurrence of a Successful Auction and pursuant to the procedures set forth in Exhibit F hereto (such redemption, an “Auction Call Redemption”). An Auction Call Redemption may only occur on a Payment Date in January, April, July and October in accordance with the requirements set forth in Exhibit F hereto.

(e)The election by the Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Collateral Manager directing the Note Administrator to pay to the Paying Agent the Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition and the election by the Majority Income Noteholder to redeem the Notes pursuant to a Tax Redemption shall be evidenced by an Officer’s Certificate from the Collateral Manager certifying that such conditions for a Tax Redemption have occurred. The election by the Majority Income Noteholder to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Collateral Manager certifying that the conditions for an Optional Redemption have occurred.

(f)A redemption pursuant to Section 9.1(a), Section 9.1(b) or Section 9.1(c) shall not occur unless (i) (A) at least three (3) Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the Trustee and the Note Administrator evidence (in a form reasonably satisfactory to the Trustee and the Note Administrator) that the Collateral Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with one or more financial institutions whose long-term senior unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Moody’s and at least equal to the highest rating of any Notes then Outstanding or whose (1) short-term unsecured debt obligations have a credit rating of “P-1” or higher by Moody’s and (2) a long-term senior unsecured rating of at least “F1” by Fitch (as long as the term of such agreement is 90 days or less), to sell (directly or by participation or other arrangement) all or part of the Collateral not later than the Business Day immediately preceding the scheduled Redemption Date, (B) at least three (3) Business Days before the scheduled Redemption Date, the Rating Agency Condition has been satisfied with respect to the applicable method of redemption, (C) at least three (3) Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the Trustee and the Note Administrator evidence (in a form reasonably satisfactory to the Trustee and the Note Administrator) that the Collateral Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with an Affiliate of the Issuer to sell (directly or by participation or other arrangement) all or part of the Collateral not later than the scheduled Redemption Date, or (D) at least three (3) Business Days prior to the scheduled Redemption Date, INCREF Investments (or an Affiliate or agent thereof) has priced but not yet closed another securitization transaction, and (ii) the related Sale Proceeds pursuant to clause (i)(A) or clause (i)(C), or the net proceeds pursuant to clause (i)(D), as applicable, (in immediately available funds), together with all other available funds (including proceeds from the sale of the Collateral Interests, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Accounts and available Cash), shall be an

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aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Section 9.2Notice of Redemption.

(a)In connection with a Clean-up Call pursuant to Section 9.1(a), a Tax Redemption pursuant to Section 9.1(b), an Optional Redemption pursuant to Section 9.1(c), or an Auction Call Redemption pursuant to Section 9.1(d), the Note Administrator shall set the applicable Record Date ten (10) Business Days prior to the proposed Redemption Date. The Note Administrator shall deliver to the Rating Agencies any notice received by it from the Issuer or the Special Servicer of such proposed Redemption Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the Redemption Price of such Notes in accordance with Section 9.1. The Redemption Price shall be determined no earlier than 60 days prior to the proposed Redemption Date.

(b)Any such notice of an Optional Redemption, Clean-up Call or Tax Redemption may be withdrawn by the Issuer at the direction of the Collateral Manager up to the second Business Day prior to the scheduled Redemption Date by written notice to the Note Administrator, the Trustee, the Servicer, the Special Servicer and each Holder of Notes to be redeemed and the Collateral Manager only if the Collateral Manager is unable to comply with certain requirements specified in this Indenture. The failure of any Optional Redemption, Clean-up Call or Tax Redemption that is withdrawn in accordance with this Indenture shall not constitute an Event of Default.

Section 9.3Notice of Redemption or Maturity. Notice of redemption (or a withdrawal thereof) or Clean-up Call pursuant to Section 9.1 or the Maturity of any Notes shall be given by first class mail, postage prepaid, mailed not less than ten (10) Business Days (or one (1) Business Day (or promptly thereafter upon receipt of written notice, if later) where the notice of an Optional Redemption, a Clean-up Call or a Tax Redemption is withdrawn pursuant to Section 9.2(b)) prior to the applicable Redemption Date or Maturity, to the Trustee, the Servicer, the Special Servicer, the Rating Agencies, and each Holder of Notes to be redeemed, at its address in the Notes Register.

All notices of redemption shall state:

(a)the applicable Redemption Date;

(b)the applicable Redemption Price;

(c)that all the Notes are being paid in full and that interest on the Notes shall cease to accrue on the Redemption Date specified in the notice; and

(d)the place or places where such Notes to be redeemed in whole are to be surrendered for payment of the Redemption Price which shall be the office or agency of the Paying Agent as provided in Section 7.2.

Notice of redemption shall be given by the Issuer or at their request, by the Note Administrator in their names, and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Notes.

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Section 9.4Notes Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date (unless the Issuer shall Default in the payment of the Redemption Price and accrued interest thereon) the Notes shall cease to bear interest on the Redemption Date. Upon final payment on a Note to be redeemed, the Holder shall present and surrender such Note at the place specified in the notice of redemption on or prior to such Redemption Date; provided, however, that if there is delivered to the Issuer, the Note Administrator and the Trustee such security or indemnity as may be required by them to hold each of them harmless and an undertaking thereafter to surrender such Note, then, in the absence of notice to the Issuer, the Note Administrator and the Trustee that the applicable Note has been acquired by a bona fide purchaser, such final payment shall be made without presentation or surrender. Payments of interest on Notes of a Class to be so redeemed whose Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.7(g).

If any Note called for redemption is not paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the Redemption Date at the applicable Note Interest Rate for each successive Interest Accrual Period the Note remains Outstanding.

Subject to applicable law, any funds not distributed to any Noteholder on the Payment Date because of the failure of such Holder to tender their Notes shall, on such date, be set aside and held by the Note Administrator for the benefit of the appropriate non-tendering Noteholder.

Section 9.5Mandatory Redemption. On any Payment Date on which the Note Protection Tests are not satisfied as of any Determination Date, the Offered Notes shall be redeemed (a “Mandatory Redemption”), from Interest Proceeds as set forth in Section 11.1(a)(i)(14), in an amount necessary, and only to the extent necessary, for the Note Protection Tests to be satisfied. On or promptly after such Mandatory Redemption, the Issuer shall certify or cause to be certified to the Rating Agencies and the Note Administrator whether the Note Protection Tests have been satisfied.

ARTICLE 10

ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1Collection of Amounts; Custodial Account.

(a)Except as otherwise expressly provided herein, the Note Administrator may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all amounts and other property payable to or receivable by the Note Administrator pursuant to this Indenture, including all payments due on the Collateral in accordance with the terms and conditions of such Collateral. The Note Administrator shall segregate and hold all such amounts and property received by it in an Eligible Account in trust for the Secured Parties, and shall apply such amounts as provided in this Indenture. Any Indenture Account may include any number of subaccounts deemed necessary or appropriate by the Trustee for convenience in administering such account.

(b)The Note Administrator shall credit all Collateral Interests and Eligible Investments to an Eligible Account in the name of the Issuer for the benefit of the Secured Parties designated as the “Custodial Account.”

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Section 10.2Reinvestment Account.

(a)The Issuer shall cause the Securities Intermediary to establish, on or prior to the Closing Date, a single, segregated trust account which shall be designated as the “Reinvestment Account,” which shall be held in trust in the name of the Issuer, on behalf of the Trustee, for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive control and the sole right of withdrawal; provided, however, that the Note Administrator shall only withdraw such amounts as directed by the Issuer or the Collateral Manager on behalf of the Issuer. All amounts credited to the Reinvestment Account pursuant to Section 11.1(a)(ii) of this Indenture or otherwise shall be held by the Note Administrator as part of the Collateral and shall be applied to the purposes herein provided.

(b)The Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Reinvestment Account or any funds on deposit therein, or otherwise to the credit of the Reinvestment Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Reinvestment Account other than in accordance with the Priority of Payments. The Reinvestment Account shall remain at all times an Eligible Account.

(c)The Issuer (or the Collateral Manager on behalf of the Issuer), may direct the Note Administrator to, and upon such direction the Note Administrator shall cause the Securities Intermediary to, invest all funds in the Reinvestment Account in Eligible Investments designated by the Issuer (or the Collateral Manager on behalf of the Issuer). All interest and other income from such investments shall be deposited in the Reinvestment Account, any gain realized from such investments shall be credited to the Reinvestment Account, and any loss resulting from such investments shall be charged to the Reinvestment Account. The Note Administrator shall not, in its capacity as Note Administrator hereunder, be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Reinvestment Account resulting from any loss relating to any such investment. If the Note Administrator or Securities Intermediary does not receive written investment instructions from an Authorized Officer of the Issuer (or the Collateral Manager on behalf of the Issuer), funds in the Reinvestment Account shall be invested in accordance with Section 11.2.

(d)Amounts in the Reinvestment Account shall remain in the Reinvestment Account (or invested in Eligible Investments) until the earlier of (i) the time the Issuer (or the Collateral Manager on behalf of the Issuer) instructs the Note Administrator in writing to transfer any such amounts (or related Eligible Investments) to the Payment Account, (ii) the time the Issuer (or the Collateral Manager on behalf of the Issuer) notifies the Note Administrator in writing that such amounts (or related Eligible Investments) are to be applied to the acquisition of Reinvestment Collateral Interests in accordance with Section 12.2 and (iii) the later of (x) the first Business Day after the last day of the Reinvestment Period and (y) if after the last day of the Reinvestment Period, the last settlement date within 30 days of the last day of the Reinvestment Period with respect to the last Reinvestment Collateral Interest that the Issuer has entered into an irrevocable commitment to purchase. Upon receipt of notice pursuant to clause (i) above and on the date described in clause (iii) above, the Note Administrator shall transfer the applicable amounts (or related Eligible Investments) to the Payment Account, in each case for application on the next Payment Date pursuant to Section 11.1(a)(ii) as Principal Proceeds.

(e)During the Reinvestment Period (and up to 30 days thereafter to the extent necessary to acquire Reinvestment Collateral Interests pursuant to binding commitments entered into during the Reinvestment Period using Principal Proceeds received during or after the Reinvestment Period), the Issuer (or the Collateral Manager on behalf of the Issuer) may by

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notice to the Note Administrator direct the Note Administrator to, and upon receipt of such notice the Note Administrator shall, reinvest amounts (and related Eligible Investments) credited to the Reinvestment Account in Mortgage Loans and Participations selected by Issuer (or the Collateral Manager on behalf of the Issuer) as permitted under and in accordance with the requirements of Article 12 and such notice. The Note Administrator shall be entitled to conclusively rely on such notice and shall not be required to make any determination as to whether any loans or participations satisfy the Eligibility Criteria, the Acquisition Criteria or the Acquisition and Disposition Requirements.

(f)The Initial Principal Proceeds Deposit, if any, shall be payable by Seller to Issuer on the Closing Date, and may be netted against any amounts payable by Issuer to Seller under the Collateral Interest Purchase Agreement on the Closing Date. The Issuer shall remit any Initial Principal Proceeds Deposit to the Note Administrator on the Closing Date and the Note Administrator shall deposit such Initial Principal Proceeds Deposit into the Reinvestment Account. The only permitted withdrawals from or application of an Initial Principal Proceeds Deposit on deposit in, or otherwise standing to the credit of, the Reinvestment Account shall be (i) to acquire Reinvestment Collateral Interests and (ii) to withdraw amounts for deposit into the Payment Account for application pursuant to Section 11.01(a)(ii) as Principal Proceeds.

Section 10.3Payment Account.

(a)The Issuer shall cause the Securities Intermediary to establish, on or prior to the Closing Date, a single, segregated trust account which shall be designated as the “Payment Account,” which shall be held in trust in the name of the Issuer, on behalf of the Trustee, for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive control and the sole right of withdrawal. All funds received by the Note Administrator from the Servicer on a Remittance Date shall be credited to the Payment Account. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Note Administrator, in its capacity as Securities Intermediary, in the name of the Issuer, on behalf of the Trustee, for the benefit of the Secured Parties. Except as provided in Section 10.3(c), Section 11.1 and Section 11.2, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be (i) to pay the interest on and the principal of the Notes and make other payments in respect of the Notes in accordance with their terms and the provisions of this Indenture, (ii) upon Issuer Order, to pay other amounts specified therein, and (iii) otherwise to pay amounts payable pursuant to and in accordance with the terms of this Indenture, each in accordance with the Priority of Payments. Funds in the Payment Account shall be held uninvested.

(b)The Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times an Eligible Account.

Section 10.4Unused Proceeds Account.

(a)The Issuer shall cause the Securities Intermediary to establish, on or prior to the Closing Date, a single, segregated trust account (the “Unused Proceeds Account”) which shall be held in trust in the name of the Issuer, on behalf of the Trustee, for the benefit of the Secured Parties, into which the amount specified in Section 3.2(f) shall be deposited. All amounts credited from time to time to the Unused Proceeds Account pursuant to this Indenture

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shall be held by the Note Administrator as part of the Collateral and shall be applied to the purposes herein provided.

(b)The Note Administrator agrees to give the Issuer prompt notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times an Eligible Account.

(c)Amounts remaining in the Unused Proceeds Account at the end of the Ramp-Up Acquisition Period (excluding any Unused Proceeds Rollover Deposit) will be applied as Principal Proceeds in accordance with the Priority of Payments on the first Payment Date after the Ramp-Up Completion Date.

(d)During the Ramp-Up Acquisition Period (or within 30 days after the Ramp-Up Acquisition Period, in the case of any Committed Ramp-Up Collateral Interest), the Issuer (or the Collateral Manager on behalf of the Issuer) may by Issuer Order or trade confirmation direct the Note Administrator to, and upon receipt of such Issuer Order or trade confirmation the Note Administrator shall, apply amounts on deposit in the Unused Proceeds Account to acquire Ramp-Up Collateral Interests selected by the Issuer (or the Collateral Manager on behalf of the Issuer) as permitted under and in accordance with the requirements of Section 7.18 and such Issuer Order or trade confirmation.

(e)On or prior to the Delayed Close Purchase Termination Date, the Issuer (or the Collateral Manager on behalf of the Issuer) may by Issuer Order or trade confirmation direct the Note Administrator to, and upon receipt of such Issuer Order or trade confirmation the Note Administrator shall, apply amounts on deposit in the Unused Proceeds Account to acquire any Delayed Close Collateral Interest as permitted under and in accordance with the requirements of Section 12.6 and such Issuer Order or trade confirmation.

(f)To the extent not applied pursuant to Section 7.18 and Section 12.6, the Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Note Administrator shall not, in its capacity as Note Administrator hereunder, be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment. If the Note Administrator does not receive written investment instructions from an Authorized Officer of the Collateral Manager, funds in the Unused Proceeds Account shall be invested in accordance with Section 11.2.

Section 10.5 Expense Reserve Account.

(a)The Issuer shall cause the Securities Intermediary to establish, on the Closing Date, a single, segregated trust account which shall be designated as the “Expense Reserve Account,” which shall be held in trust in the name of the Issuer, on behalf of the Trustee, for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive control and the sole right of withdrawal. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing to the credit of, the Expense Reserve Account shall be to (i) pay (on any day other than a Payment Date), accrued and unpaid

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Company Administrative Expenses (other than accrued and unpaid expenses and indemnities payable to the Collateral Manager under the Collateral Management Agreement); provided that the Note Administrator shall be entitled (but not required) without liability on its part, and only upon direction from the Collateral Manager, to refrain from making any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date; (ii) upon direction by the Collateral Manager, on or prior to the Determination Date preceding the first Payment Date, to pay amounts due in connection with the offering of the Offered Notes; or (iii) to be transferred to the Payment Account as described in the following sentences. On or after the first Payment Date, any amount remaining in the Expense Reserve Account may, at the election of the Issuer (or the Collateral Manager on its behalf), be designated as Interest Proceeds. On the date on which the Offered Notes are redeemed in whole or upon the Stated Maturity Date, the Issuer by Issuer Order executed by an Authorized Officer of the Collateral Manager shall direct the Note Administrator to, and upon receipt of such Issuer Order, the Note Administrator shall, transfer all amounts on deposit in the Expense Reserve Account to the Payment Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds.

(b)On any Payment Date, the Issuer (or the Collateral Manager on its behalf) may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date) after application of amounts payable pursuant to clauses (1) through (19) of Section 11.1(a)(i) for deposit into the Expense Reserve Account.

(c)The Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Expense Reserve Account or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Expense Reserve Account other than in accordance with the Priority of Payments. The Expense Reserve Account shall remain at all times an Eligible Account.

(d)The Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator shall, invest all funds in the Expense Reserve Account in Eligible Investments designated by the Collateral Manager. All interest and other income from such investments shall be deposited in the Expense Reserve Account, any gain realized from such investments shall be credited to the Expense Reserve Account, and any loss resulting from such investments shall be charged to the Expense Reserve Account. The Note Administrator shall not, in its capacity as Note Administrator hereunder, be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of such Expense Reserve Account resulting from any loss relating to any such investment. If the Note Administrator does not receive written investment instructions from an Authorized Officer of the Collateral Manager, funds in the Expense Reserve Account shall be invested in accordance with Section 11.2.

Section 10.6[Reserved].

Section 10.7Interest Advances.

(a)With respect to each Payment Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected during the related Due Period and remitted to the

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Note Administrator that are available to pay interest on the Offered Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect to the Class A Notes, the Class A-S Notes and the Class B Notes on such Payment Date as a result of interest shortfalls on the Collateral Interests (or the application of interest received on the Collateral Interests to pay certain expenses in accordance with the terms of the Servicing Agreement) (the amount of such insufficiency, an “Interest Shortfall”), the Note Administrator shall provide the Advancing Agent with email notice of such Interest Shortfall no later than the close of business on the Business Day preceding such Payment Date, at the following address: 2300 N. Field Street, Suite 1200, Dallas, Texas, 75201 with a copy to Susan.Mitchell2@Invesco.com, or such other email address as provided by the Advancing Agent to the Note Administrator. The Note Administrator shall provide the Advancing Agent with additional email notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the Note Administrator after delivery of such initial notice that reduces such Interest Shortfall. No later than 10:00 a.m. (New York time) on the related Payment Date, the Advancing Agent shall advance the difference between such amounts (each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by the Advancing Agent as described in Section 10.7(b), and subject to a maximum limit in respect of any Payment Date equal to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Class A Notes, the Class A-S Notes and the Class B Notes on such Payment Date and (ii) the aggregate of the interest payments not received in respect of Collateral Interests with respect to such Payment Date (including, for such purpose, interest payments received on the Collateral Interests but applied to pay certain expenses in accordance with the terms of the Servicing Agreement).

Notwithstanding the foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the Aggregate Outstanding Amount of the Class A Notes, the Class A-S Notes and the Class B Notes. Any Interest Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Note Administrator on the related Payment Date (or, if such Interest Advance is made prior to final determination by the Note Administrator of such Interest Shortfall, on the Business Day of such final determination).

The Advancing Agent shall provide the Note Administrator written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable Interest Advance no later than 10:00 a.m. (New York time) on the related Payment Date. If the Advancing Agent shall fail to make any required Interest Advance no later than 10:00 a.m. (New York time) on the Payment Date upon which distributions are to be made pursuant to Section 11.1(a)(i) (with notice no later than the Business Day before such Payment Date if the Advancing Agent will be unable to make such Interest Advance) and it has not determined such Interest Advance to be a Nonrecoverable Interest Advance, (x) the Advancing Agent shall be in default of its obligations under this Indenture, (y) the Note Administrator shall remove the Advancing Agent in its capacity as advancing agent hereunder as required under Section 17.5(d) and (z) the Backup Advancing Agent shall be required to make such Interest Advance no later than 11:00 a.m. (New York time) on the Payment Date, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.7(b). If the Backup Advancing Agent fails to make a required Interest Advance by 11:00 a.m. on the Payment Date, then the Backup Advancing Agent shall notify the Trustee, via email at

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cmbstrustee@wilmingtontrust.com no later than 11:00 a.m. on the Payment Date and shall furnish to the Trustee any information requested by the Trustee to determine recoverability of such Interest Advance. The Trustee shall, based on its determination of recoverability, make such Interest Advance no later than 3:00 p.m. (New York time) on the Payment Date. The Trustee will be entitled to conclusively rely on any notice given by the Advancing Agent or the Backup Advancing Agent with respect to a Nonrecoverable Interest Advance hereunder. Based upon available information at the time, the Backup Advancing Agent or the Advancing Agent or the Collateral Manager, as applicable, will provide 15 days’ prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Collateral Manager will provide the Rating Agencies notice of such recovery.

(b)Notwithstanding anything herein to the contrary, none of the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will not be a Nonrecoverable Interest Advance. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, will take into account:

(i)amounts that may be realized on each Mortgaged Property in its “as is” or then-current condition and occupancy;

(ii)the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement; and

(iii)the possibility and effects of future adverse changes with respect to the Mortgaged Properties, and

(iv)the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Notes.

For purposes of any such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance will be deemed to be nonrecoverable if the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, determines that future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest thereon at the Reimbursement Rate within a reasonable period of time. The Backup Advancing Agent will be entitled to conclusively rely on any affirmative determination by the Advancing Agent that an Interest Advance would have been a Nonrecoverable Interest Advance. Absent bad faith, the determination by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, as to the recoverability of any Interest Advance shall be conclusive and binding on the Holders of the Offered Notes.

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(c)Each of the Advancing Agent, the Backup Advancing Agent and the Trustee may recover any previously unreimbursed Interest Advance made by it (including any Nonrecoverable Interest Advance), together with interest thereon, first, from Interest Proceeds and second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent, the Backup Advancing Agent or the Trustee shall be entitled to recover all outstanding Interest Advances from the Collection Account pursuant to the Servicing Agreement on any Business Day during any Interest Accrual Period prior to the related Determination Date. The Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, shall be permitted (but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner as the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, determines is in the best interest of the Holders of the Notes, as a collective whole, which may include being reimbursed for Nonrecoverable Interest Advances in installments.

(d)The Advancing Agent, the Backup Advancing Agent and the Trustee will each be entitled with respect to any Interest Advance made by it (including Nonrecoverable Interest Advances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding at the Reimbursement Rate.

(e)The obligations of the Advancing Agent, the Backup Advancing Agent and the Trustee to make Interest Advances in respect of the Class A Notes, the Class A-S Notes and the Class B Notes will continue through the Stated Maturity Date, unless such Notes are previously redeemed or repaid in full.

(f)In no event shall the Advancing Agent, in its capacity as such hereunder, the Note Administrator, in its capacity as Backup Advancing Agent hereunder, or the Trustee be required to advance any amounts in respect of payments of principal of any Notes, nor payments in respect of interest, other than with respect to the Class A Notes, the Class A-S Notes and the Class B Notes. Additionally, in no event will the Advancing Agent, in its capacity as such hereunder, the Note Administrator, in its capacity as Backup Advancing Agent hereunder, or the Trustee be required to advance any amounts in respect of payments of principal or interest, or any other amounts, of any Collateral Interest.

(g)In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. For so long as (i) INCREF Investments (or any of its Affiliates) is the Advancing Agent and (ii) any of its Affiliates owns the Income Notes, INCREF Investments hereby agrees, on behalf of itself and its Affiliates, to waive its rights to receive the Advancing Agent Fee and any Reimbursement Interest. In the event that the Advancing Agent fails to make an Interest Advance required to be made by the Advancing Agent pursuant to the terms of this Indenture and it has not determined such Interest Advance to be a Nonrecoverable Interest Advance, the Backup Advancing Agent shall be required to make such Interest Advance and shall be entitled to receive, in consideration thereof, the Advancing Agent Fee (plus Reimbursement Interest on any Interest Advance made by the Backup Advancing Agent) in accordance with the Priority of Payments. If the Advancing Agent is terminated for failing to make an Interest Advance hereunder (as provided in Section 17.5(d)) (or for failing to make a Servicing Advance under the Servicing Agreement) that the Advancing Agent did not determine to be nonrecoverable, any applicable subsequent successor advancing agent will be entitled to receive the Advancing Agent Fee (plus Reimbursement Interest on any Interest Advance made by the applicable subsequent successor advancing agent).

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(h)The determination by the Advancing Agent, the Backup Advancing Agent (in its capacity as successor Advancing Agent) or the Trustee , as applicable, (i) that it has made a Nonrecoverable Interest Advance (together with Reimbursement Interest thereon) or (ii) that any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee, the Note Administrator, the Issuer and the Rating Agencies, setting forth the basis for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing Agent, the Backup Advancing Agent or the Trustee, entitlement to reimbursement with respect to, any Interest Advance.

(i)With respect to any Interest Advance made by the Trustee, the Trustee shall succeed to all of the Backup Advancing Agent’s rights, protections and immunities hereunder, including, without limitation, the Backup Advancing Agent’s rights of reimbursement and interest on each Interest Advance at the reimbursement rate, the Advancing Agent Fee and the right to determine that a proposed Interest Advance is a Nonrecoverable Interest Advance. Without limiting the generality of the foregoing, all references to “Backup Advancing Agent” in Section 11.1 relating to reimbursing the Backup Advancing Agent for any Interest Advance or interest thereon shall include the “Trustee,” so the Note Administrator shall be entitled to withdraw from the Payment Account any amounts available to pay the Trustee, reimburse the Trustee for such Interest Advances and other items and use such amounts instead to reimburse the Trustee for such Interest Advances; provided that the Trustee shall have priority over the Backup Advancing Agent for such reimbursements.

(j)The Trustee shall remain eligible to act as Backup Advancing Agent for so long as it maintains its eligibility requirements as Trustee under Section 6.08.

Section 10.8Reports by Parties. The Note Administrator shall supply, in a timely fashion, to the Issuer, the Trustee, the Servicer, the Special Servicer and the Collateral Manager any information regularly maintained by the Note Administrator that the Issuer, the Trustee, the Servicer, the Special Servicer or the Collateral Manager may from time to time request in writing with respect to the Collateral or the Indenture Accounts and provide any other information reasonably available to the Note Administrator by reason of its acting as Note Administrator hereunder and required to be provided by Section 10.9 or to permit the Collateral Manager to perform its obligations under the Collateral Management Agreement. The Servicer shall forward to the Collateral Manager copies of notices and other writings received by it from the borrower with respect to any Collateral Interest advising the holders of such Collateral Interest of any rights that the holders might have with respect thereto as well as all periodic financial reports received from such borrower with respect to such borrower. Each of the Issuer, the Servicer, and the Special Servicer shall promptly forward to the Collateral Manager, the Trustee and the Note Administrator any information in their possession or reasonably available to them concerning any of the Collateral that the Trustee or the Note Administrator reasonably may request or that reasonably may be necessary to enable the Note Administrator to prepare any report or to enable the Trustee or the Note Administrator to perform any duty or function on its part to be performed under the terms of this Indenture.

Section 10.9Reports; Accountings.

(a)Based (except in the case of item (xxii) below) on the CREFC® Loan Periodic Update File prepared by the Servicer and delivered by the Servicer to the Note Administrator no later than 4:00 p.m. (Eastern Time) on the 3rd Business Day prior to each Payment Date, the Note Administrator shall prepare and make available on its website initially located at www.ctslink.com, on each Payment Date to Privileged Persons, a report substantially in the form of Exhibit H hereto (the “Monthly Report”), setting forth the following information:

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(i)the amount of the distribution of principal and interest on such Payment Date to the Noteholders and any reduction of the Aggregate Outstanding Amount of the Notes;

(ii)the aggregate amount of compensation paid to the Note Administrator, the Trustee and servicing compensation paid to the Servicer during the related Due Period;

(iii)the Aggregate Outstanding Portfolio Balance outstanding immediately before and immediately after the Payment Date;

(iv)the number, Aggregate Outstanding Portfolio Balance, weighted average remaining term to maturity and weighted average interest rate of the Collateral Interests as of the end of the related Due Period;

(v)the number and aggregate Principal Balance of Collateral Interests that are (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more and (D) current but Specially Serviced Loans or in foreclosure but not an REO Property;

(vi)the value of any REO Property owned by the Issuer or any Issuer Subsidiary as of the end of the related Due Period, on an individual Collateral Interest basis, based on the most recent appraisal or valuation;

(vii)the amount of Interest Proceeds and Principal Proceeds received in the related Due Period;

(viii)the amount of any Interest Advances made by the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable;

(ix)the payments due pursuant to the Priority of Payments with respect to each clause thereof;

(x)the number and related principal balances of any Collateral Interests that have been (or are related to Participated Loans that have been) extended or modified during the related Due Period on an individual basis;

(xi)the amount of any remaining unpaid Interest Shortfalls as of the close of business on the Payment Date;

(xii)a listing of each Collateral Interest that was the subject of a principal prepayment during the related collection period and the amount of principal prepayment occurring;

(xiii)the aggregate unpaid principal balance of the Collateral Interests outstanding as of the close of business on the related Determination Date;

(xiv)with respect to any Collateral Interest as to which a liquidation occurred during the related Due Period (other than through a payment in full), (A) the number thereof and (B) the aggregate of all liquidation proceeds which are included in the Payment Account and other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions of the Notes);

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(xv)with respect to any REO Property owned by the Issuer or any Issuer Subsidiary thereof, as to which the Special Servicer determined that all payments or recoveries with respect to the related property have been ultimately recovered during the related collection period, (A) the related Collateral Interest and (B) the aggregate of all liquidation proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Notes);

(xvi)the amount on deposit in the Expense Reserve Account and the Unused Proceeds Account;

(xvii)the aggregate amount of interest on monthly debt service advances in respect of the Collateral Interests paid to the Advancing Agent and/or the Backup Advancing Agent since the prior Payment Date;

(xviii)a listing of each modification, extension or waiver made with respect to each Collateral Interest;

(xix)an itemized listing of any Special Servicing Fees received from the Special Servicer or any of its Affiliates during the related Due Period;

(xx)the amount of any distributions to the Income Notes on the Payment Date;

(xxi)the Net Outstanding Portfolio Balance; and

(xxii)a statement that the Note Administrator and Trustee will post (A) each confirmation of compliance delivered by the EU/UK Retention Holder and the Retention Holder in accordance with Section 3(c) of the EU/UK Risk Retention Letter and (B) any other confirmation or notification received from the EU/UK Retention Holder or the Retention Holder under the EU/UK Risk Retention Letter, which (in each case) will be posted under the “EU/UK Risk Retention” tab on the Note Administrator’s Website.

(b)The Note Administrator will post on the Note Administrator’s Website, any report received from the Servicer or Special Servicer detailing any breach of the representations and warranties with respect to any Collateral Interest by the Seller or any of its Affiliates and the steps taken by the Seller or any of its Affiliates to cure such breach; a listing of any breach of the representations and warranties with respect to any Collateral Interest by the Seller or any of its Affiliates and the steps taken by the Seller or any of its Affiliates to cure such breach.

(c)All information made available on the Note Administrator’s Website will be restricted and the Note Administrator will only provide access to such reports to Privileged Persons in accordance with this Indenture (or to other persons as otherwise provided pursuant to Section 10.12(a)(vii)). In connection with providing access to its website, the Note Administrator may require registration and the acceptance of a disclaimer.

(d)Not more than five (5) Business Days after receiving an Issuer Request requesting information regarding an Auction Call Redemption, a Clean-up Call, a Tax Redemption, or an Optional Redemption as of a proposed Redemption Date, the Note Administrator shall, subject to its timely receipt of the necessary information to the extent not in its possession, compute the following information and provide such information in a statement (the “Redemption Date Statement”) delivered to the Collateral Manager and the Income Noteholders:

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(i)the Aggregate Outstanding Amount of the Notes of the Class or Classes to be redeemed as of such Redemption Date;

(ii)the amount of accrued interest due on such Notes as of the last day of the Due Period immediately preceding such Redemption Date;

(iii)the Redemption Price;

(iv)the sum of all amounts due and unpaid under Section 11.1(a) (other than amounts payable on the Notes being redeemed or to the Noteholders thereof); and

(v)the amount in the Collection Account, the Partitioned Loan Collection Account and the Indenture Accounts available for application to the redemption of such Notes.

(e)Commencing after the quarter ending in June, 2025, the Issuer shall deliver to the Note Administrator an update on the status of the business plan for each Collateral Interest. Any such report shall be provided to the Note Administrator via email to CCTCREBondAdmin@computershare.com and trustadministrationgroup@computershare.com, and upon receipt, the Note Administrator shall post such updates to the Note Administrator’s Website.

Section 10.10Release of Collateral Interests; Release of Collateral.

(a)If no Event of Default has occurred and is continuing and subject to Article 12 hereof, the Issuer (or the Collateral Manager on its behalf) may direct the Trustee to release a Pledged Collateral Interest from the lien of this Indenture, by Issuer Order delivered to the Trustee and the Custodian at least two (2) Business Days prior to the settlement date for any sale of a Pledged Collateral Interest, which Issuer Order shall be accompanied by a certification of the Collateral Manager (i) that the Pledged Collateral Interest has been sold pursuant to and in compliance with Article 12 or (ii) in the case of a redemption pursuant to Section 9.1, that the Pledged Collateral Interest has been sold in compliance with Section 9.1(f), and, upon receipt of a Request for Release of such Collateral Interest from the Collateral Manager, the Servicer or the Special Servicer, the Custodian shall deliver any such Pledged Collateral Interest, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order, or, if such Pledged Collateral Interest is represented by a Security Entitlement, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Collateral Interest in physical form for examination (prior to receipt of any related Sale Proceeds) in accordance with street delivery custom. The Custodian shall (i) deliver any agreements and other documents in its possession relating to such Pledged Collateral Interest and (ii) the Trustee, if applicable, duly assign each such agreement and other document, in each case, to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order.

(b)The Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Trustee and Custodian at least three (3) Business Days prior to the date set for redemption or payment in full of a Pledged Collateral Interest, an Issuer Order certifying that such Pledged Collateral Interest is being paid in full. Thereafter, the Collateral Manager, the Servicer or the Special Servicer, by delivery of a Request for Release, may direct the Custodian to deliver such Pledged Collateral Interest and the related Collateral Interest File therefor on or before the date

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set for redemption or payment, to the Collateral Manager, the Servicer or the Special Servicer for redemption against receipt of the applicable redemption price or payment in full thereof.

(c)With respect to any Collateral Interest subject to a workout or restructuring, the Issuer (or the Collateral Manager on behalf of the Issuer) may, by Issuer Order delivered to the Trustee and Custodian at least two (2) Business Days prior to the date set for an exchange, tender or sale, certify that a Collateral Interest is subject to a workout or restructuring and setting forth in reasonable detail the procedure for response thereto. Thereafter, the Collateral Manager, the Servicer or the Special Servicer may, in accordance with the terms of, and subject to any required consent and consultation obligations set forth in the Servicing Agreement, direct the Custodian, by delivery to the Custodian of a Request for Release, to deliver any Collateral to the Collateral Manager, the Servicer or the Special Servicer in accordance with such Request for Release.

(d)The Special Servicer shall remit to the Servicer for deposit into the Collection Account any proceeds received by it from the disposition of a Pledged Collateral Interest and treat such proceeds as Principal Proceeds, for remittance by the Servicer to the Note Administrator on the first Remittance Date occurring thereafter or as otherwise required under the Servicing Agreement. None of the Trustee, the Note Administrator or the Securities Intermediary shall be responsible for any loss resulting from delivery or transfer of any such proceeds prior to receipt of payment in accordance herewith.

(e)The Trustee shall, upon receipt of an Issuer Order declaring that there are no Notes Outstanding and all obligations of the Issuer hereunder have been satisfied, release the Collateral from the lien of this Indenture.

(f)Upon receiving actual notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Collateral Interest, or in the event any action is required to be taken in respect to a Loan Document, the Special Servicer on behalf of the Issuer will promptly notify the Collateral Manager and the Servicer of such request, and the Special Servicer shall grant any waiver or consent, and enter into any amendment or other modification pursuant to the Servicing Agreement in accordance with the Servicing Standard. In the case of any modification or amendment that results in the release of the related Collateral Interest, notwithstanding anything to the contrary in Section 5.5(a), the Custodian, upon receipt of a Request for Release, shall release the related Collateral Interest File upon the written instruction of the Servicer or the Special Servicer, as applicable.

Section 10.11[Reserved]

Section 10.12Information Available Electronically.

(a)The Note Administrator shall make available to any Privileged Person the following items (in each case, as applicable, to the extent received by it) by means of the Note Administrator’s Website (to the extent such items were prepared by or delivered to the Note Administrator in electronic format):

(i)the following documents, which will initially be available under a tab or heading designated “deal documents”:

(1)the final Offering Memorandum related to the Notes offered thereunder;

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(2)this Indenture and any schedules, exhibits and supplements thereto;

(3)the CREFC® Loan Setup file;

(4)the EU/UK Risk Retention Letter;

(5)the Servicing Agreement and any schedules, exhibits supplements thereto; and

(6)Annex A to the final Offering Memorandum in Excel format;

(ii)the following documents, which will initially be available under a tab or heading designated “periodic reports”:

(1)the Monthly Reports prepared by the Note Administrator pursuant to Section 10.9(a); and

(2)certain information and reports specified in the Servicing Agreement (including the collection of reports specified by CRE Finance Council or any successor organization reasonably acceptable to the Note Administrator and the Servicer) known as the “CREFC® Investor Reporting Package” relating to the Collateral Interests to the extent that the Note Administrator receives such information and reports from the Servicer and Special Servicer from time to time;

(iii)the following documents, which will initially be available under a tab or heading designated “additional documents”:

(1)inspection reports delivered to the Note Administrator under the terms of the Servicing Agreement;

(2)appraisals delivered to the Note Administrator under the terms of the Servicing Agreement;

(3)upon direction of the Issuer, any reports or such other information that, from time to time, the Issuer or the Special Servicer provides to the Note Administrator to be made available on the Note Administrator’s Website;

(4)the Issuer’s quarterly updates on the status of the business plan for each Collateral Interest; and

(5)any additional Annex A tape lines delivered by the Collateral Manager to the Note Administrator;

(iv)the following documents, which will initially be available under a tab or heading designated “special notices”:

(1)notice of final payment on the Notes delivered to the Note Administrator pursuant to Section 2.7(e);

(2)notice of termination of the Servicer or the Special Servicer;

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(3)notice of a Servicer Termination Event (with respect to the Servicer or the Special Servicer, as applicable), as defined in the Servicing Agreement and delivered to the Note Administrator under the terms of the Servicing Agreement;

(4)notice of the resignation of any party to this Indenture or the Servicing Agreement and notice of the acceptance of appointment of a replacement for any such party, to the extent such notice is prepared or received by the Note Administrator;

(5)officer’s certificates supporting the determination that any Interest Advance was (or, if made, would be) a Nonrecoverable Interest Advance delivered to the Note Administrator pursuant to Section 10.7(b);

(6)any direction received by the Note Administrator from the Collateral Manager for the termination of the Special Servicer during any period when such Person is entitled to make such a direction, and any direction of a Majority of the Notes to terminate the Special Servicer;

(7)any direction received by the Note Administrator from a Majority of the Controlling Class or a Supermajority of the Notes for the termination of the Note Administrator or the Trustee pursuant to Section 6.9(c);

(8)any notices from the Designated Transaction Representative with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or any supplemental indenture implementing Benchmark Replacement Conforming Changes; and

(9)any notice or documents provided to the Note Administrator by the Collateral Manager or the Servicer directing the Note Administrator to post to the “special notices” tab;

(v)the following notices provided by the Retention Holder or the Collateral Manager to the Note Administrator, if any, which will initially be available under a tab or heading designated “U.S. risk retention special notices”:

(1)any changes to the fair values set forth in the “U.S. Credit Risk Retention” section of the Offering Memorandum between the date of the Offering Memorandum and the Closing Date;

(2)any material differences between the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values prior to the pricing of the Notes and the Closing Date; and

(3)any noncompliance by the Securitization Sponsor with the credit risk retention requirements under Section 15G of the Exchange Act;

(vi)all notices required pursuant to the EU/UK Risk Retention Letter and provided by the EU/UK Retention Holder or the Retention Holder to the Note Administrator, if any, which will initially be available under a tab or heading designated “EU/UK Risk Retention Special Notices”;

(vii)all information and documents required to be posted pursuant to the Servicing Agreement in connection with the EU Transparency Requirements, each of which will initially be available under a tab or heading designated “EU Transparency Reporting” (and

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which will be made available, in addition, to certain persons other than Privileged Persons, as provided by, and in accordance with, the Servicing Agreement);

(viii)the “Investor Q&A Forum” pursuant to Section 10.13; and

(ix)solely to Noteholders, the “Investor Registry” pursuant to Section 10.13.

In addition, the Note Administrator will be required to make available to Market Data Providers that deliver a certification to the Note Administrator the information set forth in clauses (i)-(iv) above.

The Note Administrator shall, in addition to making such information available in a Monthly Report and posting the applicable notices on the “U.S. risk retention special notices” tab, provide email notification to any Privileged Person (other than market data providers) that has registered to receive access to the Note Administrator’s website and receive email notification that a notice has been posted to the “U.S. risk retention special notices” tab.

(b)The Note Administrator’s Website shall initially be located at www.ctslink.com. The foregoing information shall be made available by the Note Administrator on the Note Administrator’s Website promptly following receipt. The Note Administrator may change the titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The Note Administrator shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Note Administrator may remove it from the Note Administrator’s Website. The Note Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Note Administrator’s Website to the extent such information was not produced by the Note Administrator. In connection with providing access to the Note Administrator’s Website, the Note Administrator may require registration and the acceptance of a disclaimer. The Note Administrator shall not be liable for the dissemination of information in accordance with the terms of this Indenture, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. Assistance in using the Note Administrator’s Website can be obtained by calling (866) 846-4526.

Section 10.13Investor Q&A Forum; Investor Registry.

(a)The Note Administrator shall make the “Investor Q&A Forum” available to Privileged Persons and prospective purchasers of Notes by means of the Note Administrator’s Website, where Noteholders (including beneficial owners of Notes) may (i) submit inquiries to the Note Administrator relating to the Monthly Reports, and submit inquiries to the Collateral Manager, the Servicer or the Special Servicer (each, a “Q&A Respondent”) relating to any servicing reports prepared by that party, the Collateral Interests, or the properties related thereto (each, an “Inquiry” and collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for a Q&A Respondent, the Note Administrator shall forward the Inquiry to the applicable Q&A Respondent, in each case via email within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Note Administrator and the applicable Q&A Respondent, unless such party determines not to answer such Inquiry as

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provided below, shall reply to the Inquiry, which reply of the applicable Q&A Respondent shall be by email to the Note Administrator. The Note Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Note Administrator’s Website. If the Note Administrator or the applicable Q&A Respondent determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the Issuer or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law, the Loan Documents, this Indenture or the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Note Administrator, the Servicer or the Special Servicer, as applicable or (v) answering any such inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product, or is otherwise not advisable to answer, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator of such determination. The Note Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall not be answered in accordance with the terms of this Indenture. Any notice by the Note Administrator to the Person who submitted an Inquiry that shall not be answered shall include the following statement: “Because the Indenture and the Servicing Agreement provides that the Note Administrator, Servicer and Special Servicer shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Indenture, (ii) answering any Inquiry would not be in the best interests of the Issuer and/or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law or the Loan Documents, this Indenture or the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Trustee, the Servicer or the Special Servicer, as applicable, or (v) answering any such inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product, or is otherwise not advisable to answer, no inference shall be drawn from the fact that the Trustee, the Servicer or the Special Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from any of the Issuer, the Collateral Manager, the Placement Agents or any of their respective Affiliates. None of the Placement Agents, the Issuer, the Seller, the Collateral Manager, the Advancing Agent, the Future Funding Indemnitor, the Retention Holder, the Servicer, the Special Servicer, the Note Administrator or the Trustee, or any of their respective Affiliates shall certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Note Administrator shall not be required to post to the Note Administrator’s Website any Inquiry or answer thereto that the Note Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum shall not reflect questions, answers and other communications that are not submitted via the Note Administrator’s Website. Additionally, the Note Administrator may require acceptance of a waiver and disclaimer for access to the Investor Q&A Forum.

(b)The Note Administrator shall make available to any Noteholder and any beneficial owner of a Note, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Note Administrator’s Website, where Noteholders and beneficial owners of Notes can register and thereafter obtain information with respect to any other Noteholder or beneficial owner that has so registered. Any Person registering to use the Investor Registry shall be required to certify that (i) it is a Noteholder or a beneficial owner of a Note and (ii) it grants authorization to the Note Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other registered Noteholders and registered beneficial owners or Notes. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address, and phone number. If any Noteholder or

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beneficial owner of a Note notifies the Note Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Note Administrator shall promptly remove it from the Investor Registry. The Note Administrator shall not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Note Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.

(c)Certain information concerning the Collateral and the Notes, including the Monthly Reports, CREFC® Reports and supplemental notices and any notice posted to the Note Administrator’s Website pursuant to Section 10.12(a)(iv)(8), shall be provided by the Note Administrator to certain market data providers authorized by the Issuer or the Collateral Manager on its behalf upon receipt by the Note Administrator from such persons of a certification in the form of Exhibit J hereto, which certification may be submitted electronically via the Note Administrator’s Website. The Issuer hereby authorizes the provision of such information to Bloomberg, LP, Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Inc., KBRA Analytics, LLC, MBS Data, LLC, RealInsight, Deal View Technologies Ltd/StructureIt, LSEG, CRED iQ and PricingDirect Inc.

(d)The 17g-5 Information Provider will make the “Rating Agency Q&A Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Providers Website, where NRSROs may (i) submit inquiries to the Trustee or Note Administrator relating to the Monthly Report, (ii) submit inquiries to the Servicer, Collateral Manager or the Special Servicer relating to servicing reports, or the Collateral, except to the extent already obtained, (iii) submit requests for loan-level reports and information, and (iv) view previously submitted inquiries and related answers or reports, as the case may be. The Trustee, the Note Administrator, the Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation of applicable law, the Servicing Standard, this Indenture, the Servicing Agreement or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Indenture or the Servicing Agreement, as applicable. In the event that any of the Trustee, the Note Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider with the basis of such declination. The 17g-5 Information Provider will be required to post the inquiries and the related answers (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly upon receipt, or in the event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through the 17g-5 Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool will be attributable only to the respondent, and will not be deemed to be answers from any other Person. No such other Person will have any responsibility or liability for, and will not be deemed to have knowledge of, the content of any such information.

Section 10.14Certain Procedures.

(a)For so long as the Notes may be transferred only in accordance with Rule 144A, the Issuer (or the Collateral Manager on its behalf) will ensure that any Bloomberg

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screen containing information about the Rule 144A Global Notes includes the following (or similar) language:

(i)the “Note Box” on the bottom of the “Security Display” page describing the Rule 144A Global Notes will state: “Iss’d Under 144A”;

(ii)the “Security Display” page will have the flashing red indicator “See Other Available Information”; and

(b)the indicator will link to the “Additional Security Information” page, which will state that the Secured Notes “are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act).”

ARTICLE 11

APPLICATION OF FUNDS

Section 11.1Disbursements of Amounts from Payment Account.

(a)Notwithstanding any other provision in this Indenture, but subject to the other subsections of this Section 11.1 hereof, on each Payment Date, the Note Administrator shall disburse amounts transferred to the Payment Account in accordance with the following priorities (the “Priority of Payments”):

(i)Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period shall be distributed in the following order of priority:

(1)to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer, if any;

(2)(a) first, to the extent not previously reimbursed, to the Trustee, the Backup Advancing Agent and the Advancing Agent, in that order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to the Advancing Agent (or the Backup Advancing Agent or the Trustee, if the Advancing Agent or the Backup Advancing Agent, respectively, has failed to make any Interest Advance required to be made by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, has not failed to make any Interest Advance required to be made in respect of any Payment Date pursuant to this Indenture); (c) third, to the Advancing Agent, the Backup Advancing Agent and the Trustee, to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; and (d) fourth, to any party responsible for determining whether a Benchmark Transition Event has occurred and implementing a Benchmark Replacement, an amount not exceed $25,000 per year (unless waived by such party);

(3)(a) first, pro rata, based on their entitlement, to the payment to the Note Administrator and the Trustee of the accrued and unpaid fees in respect of their services equal to, in the aggregate, U.S.$6,750, in each case payable monthly (one portion

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of which is payable to the Trustee and a separate portion is payable to the Note Administrator), (b) second, to the payment of accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the custodian and the Paying Agent, and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses, the aggregate of all such amounts in this clause (c) per Expense Year not to exceed U.S.$150,000 per annum;

(4)to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager);

(5)to the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;

(6)to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;

(7)to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;

(8)to the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;

(9)to the payment of the Class C Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class C Notes);

(10)to the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;

(11)to the payment of the Class D Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class D Notes);

(12)to the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount;

(13)to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);

(14)if either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes have been paid in full;

(15)on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal, (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii) seventh, to the Class F Notes, and (viii) eighth, to the Class G Notes, in each case until each rating assigned on the Closing Date to such Class of Notes has been confirmed or reinstated or such Class of Notes has been paid in full;

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(16)to the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount;

(17)to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes);

(18)to the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;

(19)to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes);

(20)to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein;

(21)upon direction of the Issuer (or the Collateral Manager on its behalf), for deposit into the Expense Reserve Account in an amount not to exceed U.S.$100,000 in respect of such Payment Date; and

(22)any remaining Interest Proceeds to be paid to the Holders of the Income Notes in accordance with Section 2.17.

(ii)Principal Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Principal Proceeds with respect to the related Due Period shall be distributed in the following order of priority:

(1)to the payment of the amounts referred to in clauses (1) through (5) of Section 11.1(a)(i) in the same order of priority specified therein, but only to the extent not paid in full thereunder;

(2)on the Payment Date following the Ramp-Up Completion Date, to the payment of principal, in an amount equal to all amounts remaining in the Unused Proceeds Account as of the Ramp-Up Completion Date(excluding any Unused Proceeds Rollover Deposit), (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii) seventh, to the Class F Notes and (viii) eighth, to the Class G Notes, in each case until such Class of Notes has been paid in full;

(3)on each Payment Date following the occurrence of a Rating Confirmation Failure, to the payment of principal (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii) seventh, to the Class F Notes, and (viii) eighth, to the Class G Notes, in each case until the rating assigned on the Closing Date to such Class of Notes has been reinstated or such Class of Notes has been paid in full;

(4)during the Reinvestment Period, so long as the Note Protection Tests are satisfied, pursuant to the written direction of the Issuer (or the Collateral Manager on behalf of the Issuer), (i) the amount designated by the Issuer (or the Collateral Manager on behalf of the Issuer) during the related Interest Accrual Period, (ii) solely with respect to the first Payment Date, any Initial Principal Proceeds Deposit and (iii) on the first Payment Date following the Ramp-Up Completion Date, any Unused Proceeds Rollover Deposit, in each case, to be deposited into the Reinvestment Account to be held for reinvestment in

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Reinvestment Collateral Interests or for payment of the purchase price of Reinvestment Collateral Interests;

(5)to the payment of principal of the Class A Notes until the Class A Notes have been paid in full;

(6)to the payment of the Class A-S Interest Distribution Amount, plus any Class A-S Defaulted Interest Amount, to the extent not paid pursuant to clause (6) of Section 11.1(a)(i) above;

(7)to the payment of principal of the Class A-S Notes until the Class A-S Notes have been paid in full;

(8)to the payment of the Class B Interest Distribution Amount, plus any Class B Defaulted Interest Amount, to the extent not paid pursuant to clause (7) of Section 11.1(a)(i) above;

(9)to the payment of principal of the Class B Notes until the Class B Notes have been paid in full;

(10)to the payment of the Class C Interest Distribution Amount, plus any Class C Defaulted Interest Amount, to the extent not paid pursuant to clause (8) of Section 11.1(a)(i) above;

(11)to the payment of principal of the Class C Notes (including any Class C Deferred Interest) until the Class C Notes have been paid in full;

(12)to the payment of the Class D Interest Distribution Amount, plus any Class D Defaulted Interest Amount, to the extent not paid pursuant to clause (10) of Section 11.1(a)(i) above;

(13)to the payment of principal of the Class D Notes (including any Class D Deferred Interest) until the Class D Notes have been paid in full;

(14)to the payment of the Class E Interest Distribution Amount, plus any Class E Defaulted Interest Amount, to the extent not paid pursuant to clause (12) of Section 11.1(a)(i) above;

(15)to the payment of principal of the Class E Notes (including any Class E Deferred Interest) until the Class E Notes have been paid in full;

(16)to the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount, to the extent not paid pursuant to clause (16) of Section 11.1(a)(i) above;

(17)to the payment of principal of the Class F Notes (including any Class F Deferred Interest) until the Class F Notes have been paid in full;

(18)to the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount, to the extent not paid pursuant to clause (18) of Section 11.1(a)(i) above;

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(19)to the payment of principal of the Class G Notes (including any Class G Deferred Interest) until the Class G Notes have been paid in full; and

(20)any remaining Principal Proceeds to be paid to the Holders of the Income Notes in accordance with Section 2.17.

(iii)Redemption Dates and Payment Dates During Events of Default. On any Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds and Principal Proceeds with respect to the related Due Period will be distributed in the following order of priority:

(1)to the payment of the amounts referred to in clauses (1) through (4) of Section 11.1(a)(i) in the same order of priority specified therein, but without giving effect to any limitations on amounts payable set forth therein;

(2)to the payment of any out-of-pocket fees and expenses of the Issuer, the Note Administrator, the Custodian and the Trustee (including legal fees and expenses) incurred in connection with an acceleration of the Notes following an Event of Default, including in connection with sale and liquidation of any of the Collateral in connection therewith, to the extent not previously paid or withheld;

(3)to the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;

(4)to the payment in full of principal of the Class A Notes;

(5)to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;

(6)to the payment in full of principal of the Class A-S Notes;

(7)to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;

(8)to the payment in full of principal of the Class B Notes;

(9)to the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;

(10)to the payment in full of principal of the Class C Notes (including any Class C Deferred Interest);

(11)to the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;

(12)to the payment in full of principal of the Class D Notes (including any Class D Deferred Interest);

(13)to the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount;

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(14)to the payment in full of principal of the Class E Notes (including any Class E Deferred Interest);

(15)to the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount;

(16)to the payment in full of principal of the Class F Notes (including any Class F Deferred Interest);

(17)to the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;

(18)to the payment in full of principal of the Class G Notes (including any Class G Deferred Interest); and

(19)any remaining Interest Proceeds and Principal Proceeds to be paid to the Holders of the Income Notes in accordance with Section 2.17.

(b)On or before the Business Day prior to each Payment Date, the Issuer shall, pursuant to Section 10.3, remit or cause to be remitted to the Note Administrator for deposit in the Payment Account an amount of Cash sufficient to pay the amounts described in Section 11.1(a) required to be paid on such Payment Date.

(c)If on any Payment Date the amount available in the Payment Account from amounts received in the related Due Period are insufficient to make the full amount of the disbursements required by any clause of Section 11.1(a)(i), Section 11.1(a)(ii) or Section 11.1(a)(iii), such payments will be made to Noteholders of each applicable Class, as to each such clause, ratably in accordance with the respective amounts of such disbursements then due and payable to the extent funds are available therefor.

(d)In connection with any required payment by the Issuer to the Servicer or the Special Servicer pursuant to the Servicing Agreement of any amount scheduled to be paid from time to time between Payment Dates from amounts received with respect to the Collateral Interests, the Servicer or the Special Servicer, as applicable, shall be entitled to retain or withdraw such amounts from the Collection Account and the Partitioned Loan Collection Account pursuant to the terms of the Servicing Agreement.

Section 11.2Securities Accounts. The Issuer shall direct the Note Administrator, in writing, to invest all amounts held by, or deposited with the Securities Intermediary in the Reinvestment Account, the Unused Proceeds Account and the Expense Reserve Account pursuant to the provisions of this Indenture shall be invested in Eligible Investments as directed in writing by the Collateral Manager on behalf of the Issuer and credited to the Reinvestment Account, the Unused Proceeds Account or the Expense Reserve Account, as the case may be. Absent such direction, funds in the foregoing accounts shall be invested with the account listed in clause (v) of the definition of Eligible Investments. All amounts held by or deposited with the Securities Intermediary in the Payment Account shall be held uninvested. Any amounts not invested in Eligible Investments as herein provided, shall be credited to one or more securities accounts established and maintained pursuant to the Securities Account Control Agreement (Indenture Accounts) with the Securities Intermediary or another financial institution whose long-term senior unsecured debt rating is at least equal to “A2” by Moody’s (or, in each case, such lower rating as the applicable Rating Agency shall approve) and agrees to act as a Securities Intermediary on behalf of the Note Administrator on behalf of the Secured Parties pursuant to account control agreements in form and substance similar to the Securities Account Control

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Agreement (Indenture Accounts). The Custodial Account held by the Securities Intermediary shall be held uninvested.

ARTICLE 12

SALE OF COLLATERAL INTERESTS; THE DELAYED CLOSE COLLATERAL INTEREST; REINVESTMENT COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES

Section 12.1Sales of Collateral Interests.

(a)Except as otherwise expressly permitted or required by this Indenture, the Issuer shall not sell or otherwise dispose of any Collateral Interest. The Issuer (or the Collateral Manager on behalf of the Issuer, acting pursuant to the Collateral Management Agreement), pursuant to the terms of the Collateral Management Agreement and the terms hereof and subject to compliance with the Acquisition and Disposition Requirements, may direct the Special Servicer or the Trustee in writing to sell at any time:

(i)any Defaulted Collateral Interest;

(ii)any Credit Risk Collateral Interest, unless in the case of a sale of a Credit Risk Collateral Interest to an entity other than the Collateral Manager or an affiliate thereof that is for a cash purchase price that is less than the Par Purchase Price thereof, the Note Protection Tests were not satisfied as of the immediately preceding Measurement Date and have not been cured as of the proposed sale date; and

(iii)any Collateral Interest acquired in violation of the Eligibility Criteria, the Acquisition Criteria or the Acquisition and Disposition Requirements.

The Trustee shall sell any Collateral Interest in any sale permitted pursuant to this Section 12.1(a), as directed by the Issuer (or the Collateral Manager on behalf of the Issuer). Promptly after any sale pursuant to this Section 12.1(a), the Issuer (or the Collateral Manager on behalf of the Issuer) shall notify the 17g-5 Information Provider of the Collateral Interest sold and the sale price and shall provide such other information relating to such sale as may be reasonably requested by the Rating Agencies.

(b)In addition, with respect to any Defaulted Collateral Interest or Credit Risk Collateral Interest permitted to be sold pursuant to Section 12.1(a), such Defaulted Collateral Interest or Credit Risk Collateral Interest may be sold by the Issuer at the direction of the Collateral Manager:

(i)to an entity, other than an Interested Person; or

(ii)to an Interested Person for a cash purchase price that is equal to or greater than the Par Purchase Price thereof.

Any purchase described in clause (ii) above is referred to herein as a “Credit Risk/Defaulted Collateral Interest Cash Purchase.” Any such sale by the Issuer will be subject to,

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in each case, disclosure to, and approval by, the Advisory Committee as and when required by applicable law and the terms of the Collateral Management Agreement.

The Issuer shall not sell or otherwise dispose of any Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

If the Collateral Manager directs the sale of a Collateral Interest acquired in violation of the Eligibility Criteria pursuant to Section 12.1(a), the Acquisition Criteria or the Acquisition and Disposition Requirements, the Issuer may sell such Collateral Interest to the Collateral Manager or an Affiliate thereof for a Cash purchase price that is equal to or greater than the Par Purchase Price thereof.

If the Collateral Manager does not promptly direct the sale of a Collateral Interest that is determined to have been acquired in violation of the Eligibility Criteria, the Acquisition Criteria or the Acquisition and Disposition Requirements, the Issuer shall satisfy the Rating Agency Condition with respect to such Collateral Interest within 60 days after such date of determination. If the Issuer satisfies the Rating Agency Condition with respect to such Collateral Interest within such time period, the Issuer may retain such Collateral Interest. If the Issuer does not satisfy the Rating Agency Condition with respect to such Collateral Interest within such time period, the Issuer shall promptly sell such Collateral Interest to the Collateral Manager or an Affiliate thereof for a Cash purchase price that is equal to or greater than the Par Purchase Price thereof.

If a Collateral Interest that is a Defaulted Collateral Interest is not sold or otherwise disposed of by the Issuer within three years of such Collateral Interest becoming a Defaulted Collateral Interest, the Collateral Manager shall use commercially reasonable efforts to cause the Issuer to sell or otherwise dispose of such Collateral Interest as soon as commercially practicable thereafter. In no event shall the Issuer or the Collateral Manager be permitted to sell or otherwise dispose of any Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

In connection with the sale or exchange of a Credit Risk Collateral Interest or a Defaulted Collateral Interest pursuant to this Section 12.1, the Collateral Manager may also cause the Issuer to create one or more participation interests in such Defaulted Collateral Interest or Credit Risk Collateral Interest and direct the Special Servicer or the Trustee to sell one or more of such participation interests.

(c)Whether any offer constitutes a fair price for any Defaulted Collateral Interest will be determined by the Special Servicer, if the highest offeror is a person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person. If the Trustee is required to determine the fair price for any Defaulted Collateral Interest, Trustee may (at its option and at the expense of the Issuer), and will be required to, if the purchaser is the Seller or any of its affiliates, designate an independent third party expert in real estate or commercial mortgage loan matters with at least five years’ experience in valuing or investing in mortgage loans similar to the Defaulted Collateral Interest, that has been selected with reasonable care by the Trustee to determine the fair market value for such Defaulted Collateral Interest. The Trustee will be entitled to conclusively rely upon any such third party determination; provided that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer

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received and (B) if the Defaulted Collateral Interest has been marketed for sale for a period of less than three months, at least one other offer is received from an independent third party. All reasonable fees and costs of any appraisals, inspection reports, and opinions of value incurred by any such third party will be covered by, and will be required to be paid in advance of any determination by the applicable Interested Person; provided that the Trustee may not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.

(d)A Defaulted Collateral Interest or Credit Risk Collateral Interest may be disposed of at any time, following disclosure to, and approval by, the Advisory Committee by the Collateral Manager directing the Issuer to exchange such Defaulted Collateral Interest or Credit Risk Collateral Interest for (1) a substitute Collateral Interest owned by the Collateral Manager or an Affiliate of the Collateral Manager that satisfies the Eligibility Criteria and the Acquisition and Disposition Requirements (such Collateral Interest, an “Exchange Collateral Interest”) or (2) a combination of an Exchange Collateral Interest and cash; provided that:

(i)the sum of (1) the Par Purchase Price of such Exchange Collateral Interest plus (2) the Cash amount (if any) to be paid to the Issuer by the Collateral Manager or such Affiliate thereof in connection with such exchange, is equal to or greater than the Par Purchase Price of the Credit Risk Collateral Interest or Defaulted Collateral Interest sought to be exchanged; and

(ii)with respect to any such exchange of a Credit Risk Collateral Interest, the Credit Risk Exchange Limitation is satisfied.

(e)In addition to the above, at all times the Majority Income Noteholder will have an assignable right (such rights, collectively, the “PE Purchase Rights”) to purchase any Defaulted Collateral Interest and any Credit Risk Collateral Interest for a purchase price that is equal to or greater than the Par Purchase Price. Each exercise of the PE Purchase Rights shall be subject to disclosure to, and approval by, the Advisory Committee as and when required by applicable law and the terms of the Collateral Management Agreement.

(f)After the Issuer has notified the Trustee of an Optional Redemption, a Clean-Up Call, an Auction Call Redemption or a Tax Redemption in accordance with Section 9.3, the Issuer (or the Collateral Manager on behalf of the Issuer and acting pursuant to the Collateral Management Agreement), may at any time direct the Trustee in writing by Issuer Order to sell, and the Trustee shall sell in the manner directed by the Collateral Manager in writing, any Collateral Interest without regard to the foregoing limitations in Section 12.1(a); provided that:

(i)the Sale Proceeds therefrom must be used to pay certain expenses and redeem all of the Notes in whole but not in part pursuant to Section 9.1, and upon any such sale the Trustee shall release the lien on such Collateral Interest pursuant to Section 10.10, and the Custodian shall upon receipt of a Request for Release, release the related Collateral Interest File;

(ii)the Issuer may not direct the Special Servicer (on behalf of the Trustee) to sell (and the Trustee shall not be required to release) a Collateral Interest pursuant to this Section 12.1(b) unless the Issuer (or the Collateral Manager on behalf of the Issuer) certifies, in an Officer’s Certificate, to the Trustee and the Note Administrator that, in the Issuer’s (or the Collateral Manager’s) reasonable business judgment based on calculations included in the certification (which shall include the sales prices of the Collateral Interests), the

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Sale Proceeds from the sale of one or more of the Collateral Interests and all Cash and proceeds from Eligible Investments will be at least equal to the Total Redemption Price; and

(iii)in connection with an Optional Redemption, an Auction Call Redemption, a Clean-up Call, or a Tax Redemption, all the Collateral Interests to be sold pursuant to this Section 12.1(c) must be sold in accordance with the requirements set forth in Section 9.1(f).

(g)In the event that any Notes remain Outstanding as of the Payment Date occurring six months prior to the Stated Maturity Date of the Notes, the Collateral Manager will be required to determine whether the proceeds expected to be received on the Collateral Interests prior to the Stated Maturity Date of the Notes will be sufficient to pay in full the principal amount of (and accrued interest on) the Notes on the Stated Maturity Date. If the Collateral Manager determines, in its sole discretion, that such proceeds will not be sufficient to pay the outstanding principal amount of and accrued interest on the Notes on the Stated Maturity Date of the Notes, the Issuer shall, at the direction of the Collateral Manager, be obligated to liquidate the portion of Collateral Interests sufficient to pay the remaining principal amount of and interest on the Notes on or before the Stated Maturity Date. The Collateral Interests to be liquidated by the Issuer will be selected by the Collateral Manager.

(h)Notwithstanding anything herein to the contrary, (i) the Collateral Manager on behalf of the Issuer shall be permitted to sell to a Permitted Subsidiary any Sensitive Asset for consideration consisting of equity interests in such Permitted Subsidiary (or an increase in the value of equity interests already owned) and (ii) the Special Servicer on behalf of the Issuer shall be permitted to sell to an REO Subsidiary any REO Property for consideration consisting of equity interests in such REO Subsidiary (or an increase in the value of equity interests already owned).

(i)Under no circumstances shall the Trustee in its individual capacity be required to acquire any Collateral Interests or any property related thereto.

(j)Any Collateral Interest sold pursuant to this Section 12.1 shall be released from the lien of this Indenture.

(k)Any Collateral Interest that was required at acquisition to satisfy the Eligibility Criteria, the Acquisition and Disposition Requirements or the Acquisition Criteria, as applicable, but failed to do so, may be sold by the Issuer (or the Collateral Manager on behalf of the Issuer) to the Seller or an Affiliate thereof within 60 days of such acquisition at a price that is equal to the sum of (i) the purchase price of such Collateral Interest (as a percentage of Principal Balance); plus (ii) all accrued and unpaid interest on such Collateral Interest at the related interest rate; plus (iii) all related unreimbursed Servicing Advances and accrued and unpaid interest on such Servicing Advances at the applicable Advance Rate, plus (iv) all unreimbursed fees and expenses incurred by the Issuer, the Servicer and the Special Servicer in connection with such Collateral Interest.

(l)The Issuer (or the Collateral Manager on behalf of the Issuer, acting pursuant to the Collateral Management Agreement), may direct the Trustee in writing to (A) sell any Collateral Interest, subject to satisfaction of the Acquisition and Disposition Requirements, in the event the applicable Seller is required to repurchase such Collateral Interest pursuant to the applicable Collateral Interest Purchase Agreement as a result of a Material Document Defect, Material Breach or Combined Loan Repurchase Event related to such Collateral Interest or (B) in the event that (I) the applicable Seller elects to substitute any Collateral Interest pursuant to the

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applicable Collateral Interest Purchase Agreement as a result of a Material Breach, a Material Document Defect or a Combined Loan Repurchase Event related to such Collateral Interest, (II) the Collateral Manager consents to such substitution and (III) the Acquisition and Disposition Requirements and the Acquisition Criteria are satisfied, substitute such Collateral Interest for (1) a Collateral Interest that is owned by the Seller that satisfies the applicable Eligibility Criteria (such Collateral Interest, a “Substitute Collateral Interest”) or (2) a combination of a Substitute Collateral Interest and Cash; provided that with respect to any affected Collateral Interest, the sum of (1) the Principal Balance of such Substitute Collateral Interest plus all accrued and unpaid interest thereon plus (2) the Cash amount (if any) to be paid to the Issuer in connection with such substitution, is equal to or greater than the sum of the Principal Balance of the affected Collateral Interest plus all accrued and unpaid interest thereon.

(m)In the case of a sale or exchange of a Collateral Interest which is a Combined Loan, the related Mortgage Loan and the corresponding Mezzanine Loan shall be sold or exchanged together. In addition, with respect to any Collateral Interests that are cross-collateralized and cross-defaulted with one another, including with respect to any Combined Loan, if one of such Collateral Interests is to be sold or exchanged in any manner described herein, the Issuer shall dispose of such Collateral Interest and any Collateral Interest with which such Collateral Interest is cross-collateralized and cross-defaulted, unless the related Obligor satisfies the conditions in the related Loan Documents permitting the uncrossing of such Collateral Interests.

(n)In the event that a Credit Risk Collateral Interest or Defaulted Collateral Interest (or the underlying Mortgage Loan) is modified pursuant to the Servicing Agreement in a way that creates one or more new participation interests or notes with respect to which the principal amount of one or more of the newly created participation interests or notes was previously part of such Credit Risk Collateral Interest or Defaulted Collateral Interest, the Issuer will be permitted to dispose of any of such newly created participation interests or notes pursuant to this Section 12.1 in the same manner as if such participation interest or note were itself a Credit Risk Collateral Interest or Defaulted Collateral Interest.

(o)In the event that any Collateral Interest is subject to a mezzanine intercreditor agreement, Partition Agreement, subordination agreement or other agreement which grants a third party the option to purchase the Collateral Interest, and such third party exercises its option to purchase such Collateral Interest, the Issuer may sell such Collateral Interest to the holder of such purchase option or its designee, at a price specified to be the outstanding principal balance in the applicable mezzanine intercreditor agreement, Partition Agreement, subordination agreement or other agreement.

Section 12.2Reinvestment Collateral Interests.

(a)Except as provided in Section 12.3(c), during the Reinvestment Period (or within 30 days after the end of the Reinvestment Period with respect to reinvestments made pursuant to binding commitments to purchase entered into during the Reinvestment Period), amounts (or Eligible Investments) credited to the Reinvestment Account may, but are not required to, be reinvested in Reinvestment Collateral Interests (which shall be, and hereby are upon acquisition by the Issuer, Granted to the Trustee pursuant to the Granting Clause of this Indenture) that satisfy the applicable Eligibility Criteria, the Acquisition and Disposition Requirements and the following additional criteria (the “Acquisition Criteria”), as evidenced by

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an Officer’s Certificate of the Issuer (or the Collateral Manager on behalf of the Issuer) delivered to the Trustee and the Note Administrator substantially in the form of Exhibit K hereto, delivered as of the date of the commitment to purchase such Reinvestment Collateral Interests:

(i)no Event of Default has occurred and is continuing; and

(ii)for a commitment to purchase made after the Ramp-Up Acquisition Period, the Interest Coverage Test is satisfied; and (b) for a commitment to purchase made at any time, the Par Value Test is satisfied.

(b)Notwithstanding the foregoing provisions, (i) Cash on deposit in the Reinvestment Account may be invested in Eligible Investments pending investment in Reinvestment Collateral Interests and (ii) if an Event of Default shall have occurred and be continuing, no Reinvestment Collateral Interest may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.

(c)Notwithstanding the foregoing provisions, at any time when the Retention Holder or an Affiliate that is wholly-owned by INCREF Sub-REIT and is a disregarded entity for U.S. federal income tax purposes holds 100% of the Income Notes and the Membership Interests, it may contribute additional Cash, Eligible Investments and/or Collateral Interests to the Issuer so long as, in the case of Collateral Interests, any such Collateral Interests satisfy the Eligibility Criteria at the time of such contribution, including, but not limited to, for purposes of effecting any cure rights reserved for the holder of the Participations, pursuant to and in accordance with the terms of the related Participation Agreement. Cash or Eligible Investments contributed to the Issuer by the Retention Holder (during the Reinvestment Period) shall be credited to the Reinvestment Account (unless the Retention Holder directs otherwise) and may be reinvested by the Issuer in Reinvestment Collateral Interests so long as no Event of Default has occurred and is continuing.

(d)Amounts on deposit in the Reinvestment Account shall be available for the table-funding and subsequent acquisition of Reinvestment Collateral Interests as long as the Custodian is in possession of either (i) the related Loan Documents no later than one (1) Business Prior to the date of acquisition or (ii) a bailee letter received from origination counsel that is issued with respect to the related Loan Documents; provided that the bailee under the bailee letter shall not be an agent of the Custodian and the Loan Documents held under bailee letter shall be delivered to the Custodian no later than three Business Days following the acquisition.

Section 12.3Conditions Applicable to all Transactions Involving Sale or Grant.

(a)Any transaction effected after the Closing Date under this Article 12 or Section 10.12 shall be conducted in accordance with the requirements of the Collateral Management Agreement; provided that (1) the Collateral Manager shall not direct the Trustee to acquire any Collateral Interest for inclusion in the Collateral from the Collateral Manager or any of its Affiliates as principal or to sell any Collateral Interest from the Collateral to the Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Collateral Management Agreement and (2) the Collateral Manager shall not direct the Trustee to acquire any Collateral Interest for inclusion in the Collateral from any account or portfolio for which the Collateral Manager serves as investment adviser or direct the Trustee to sell any Collateral Interest to any account or portfolio for which the Collateral Manager serves as investment adviser unless such transactions comply with the Collateral Management Agreement and Section 206(3) of the Advisers Act. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties.

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(b)Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Collateral Interest or Notes shall be Granted to the Trustee pursuant to this Indenture, such Collateral Interest or Notes shall be registered in the name of the Trustee, and, if applicable, the Trustee (or the Custodian on its behalf) shall receive such Pledged Collateral Interest or Notes (or bailee letter, with delivery to Custodian within three business days after acquisition of such Collateral Interest or Notes). The Trustee also shall receive, not later than the date of delivery of any Collateral Interest delivered after the Closing Date, an Officer’s Certificate of the Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance).

(c)Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Secured Notes (or if there are no Secured Notes Outstanding, 100% of the Income Notes).

Section 12.4Modifications to Note Protection Tests. In the event that (1) Moody’s modifies the definitions or calculations relating to any of the Moody’s specific Eligibility Criteria or (2) any Rating Agency modifies the definitions or calculations relating to either of the Note Protection Tests (each, a “Rating Agency Test Modification”), in any case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.4 to, incorporate corresponding changes into this Indenture by an amendment or supplement hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) if (x) in the case of a modification of a Moody’s specific Eligibility Criteria, the Rating Agency Condition is satisfied with respect to Moody’s, (y) in the case of a modification of a Note Protection Test, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating any Class of Notes and (z) written notice of such modification is delivered by the Collateral Manager to the Note Administrator, the Trustee and the Holders of the Notes (which notice may be included in the next regularly scheduled report to Noteholders). Any such Rating Agency Test Modification shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by the Issuer and the Collateral Manager and delivered to the Trustee, and (ii) accompanied by delivery by the Issuer to the Trustee of an Officer’s Certificate of the Issuer (or the Collateral Manager on behalf of the Issuer) certifying that such amendment has been made pursuant to and in compliance with this Section 12.4.

Section 12.5Future Funding Agreement.

(a)The Note Administrator and the Trustee, on behalf of the Noteholders, are hereby directed by the Issuer to (i) enter into the Future Funding Agreement and the Securities Account Control Agreement (Future Funding Reserve Account), pursuant to which INCREF Investments will agree to pledge certain collateral described therein in order to secure certain future funding obligations of the Seller as holder of the related Future Funding Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Securities Account Control Agreement (Future Funding Reserve Account). In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator shall direct the use of funds on deposit in the

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Future Funding Reserve Account in accordance with written instructions delivered pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator shall have any obligation to ensure that INCREF Investments is depositing or causing to be deposited all amounts into the Future Funding Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.

(b)The 17g-5 Information Provider shall promptly post to the 17g-5 Website pursuant to Section 14.13(d) of this Indenture, any certification with respect to the holder of the related Future Funding Participations that is delivered to it in accordance with the Future Funding Agreement.

Section 12.6Acquisition of the Delayed Close Collateral Interest.

(a)Amounts deposited in the Unused Proceeds Account pursuant to Section 3.2(f) shall be available for the acquisition, on or prior to the Delayed Close Purchase Termination Date, of Delayed Close Collateral Interests (which shall be, and hereby are upon acquisition by the Issuer, Granted to the Trustee pursuant to the Granting Clause of this Indenture), subject to the satisfaction of the Delayed Close Acquisition Conditions, as evidenced by the delivery to the Note Administrator of an officer’s certificate of the Collateral Manager confirming the same (upon which the Note Administrator may conclusively rely). Notwithstanding the foregoing, during the Ramp-Up Acquisition Period, the Issuer shall be permitted to acquire any Delayed Close Collateral Interest if it (i) on or prior to the Delayed Close Purchase Termination Date, satisfies the Delayed Close Acquisition Conditions or (ii) at any time during the Ramp-Up Acquisition Period, does not satisfy the Delayed Close Acquisition Conditions, but satisfies the Eligibility Criteria, subject to the satisfaction of the Acquisition Criteria and the Acquisition and Disposition Requirements.

(b)Amounts on deposit in the Unused Proceeds Account shall be available for the table-funding and subsequent acquisition of the Delayed Close Collateral Interest as long as the Custodian is in possession of either (i) the related Loan Documents no later than one (1) Business Day prior to the date of acquisition or (ii) a bailee letter received from origination counsel that is issued with respect to the related Loan Documents; provided that the bailee under the bailee letter shall not be an agent of the Custodian and the Loan Documents held under bailee letter shall be delivered to the Custodian no later than three Business Days following the acquisition.

(c)At the direction of the Collateral Manager, the Issuer shall acquire the Delayed Close Collateral Interest, subject to each of the conditions set forth in this Section 12.6, by instructing the Note Administrator by Issuer Order to release amounts in the Unused Proceeds Account directly to the account of the Seller and delivering the related Collateral Interest File to the Custodian pursuant to Section 3.3(e) (or a bailee letter as described in Section 12.6(b)). The Note Administrator shall remit such amounts to the Seller no later than one (1) Business Day following receipt of such Issuer Order.

(d)The acquisition by the Issuer of a Delayed Close Collateral Interest, and the remittance by the Note Administrator of amounts from the Unused Proceeds Account, as applicable, as consideration for such acquisition shall be conditioned upon the delivery (which may be by email) by the Issuer to the Custodian of a subsequent transfer instrument (which may be a copy) substantially in the form of Exhibit C to the Collateral Interest Purchase Agreement (a “Subsequent Transfer Instrument”), which Subsequent Transfer Instrument shall make the representations and warranties made in Section 4 of the Collateral Interest Purchase Agreement, subject only to such exceptions, if any, as were identified by the Seller in the Offering

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Memorandum (subject to such variations as are reasonably acceptable to the Collateral Manager).

(e)The representations and warranties of the Issuer set forth in Section 3.2(b)(i) through (iv) and (vii) above shall be true and accurate with respect to the acquisition of a Delayed Close Collateral Interest.

ARTICLE 13

NOTEHOLDERS’ RELATIONS

Section 13.1Subordination.

(a)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class A Notes, that the rights of the Holders of the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes shall be subordinate and junior to the Class A Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class A Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class A Notes consent, other than in Cash, before any further payment or distribution is made on account of any other Class of Notes, to the extent and in the manner provided in Section 11.1(a)(iii).

(b)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class A-S Notes, that the rights of the Holders of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes shall be subordinate and junior to the Class A-S Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class A-S Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class A-S Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(c)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class B Notes, that the rights of the Holders of the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes shall be subordinate and junior to the Class B Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class B Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class B Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes to the extent and in the manner provided in Section 11.1(a)(iii).

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(d)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class C Notes, that the rights of the Holders of the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes shall be subordinate and junior to the Class C Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class C Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class C Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(e)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class D Notes, that the rights of the Holders of the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes shall be subordinate and junior to the Class D Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class D Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class D Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(f)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class E Notes, that the rights of the Holders of the Class F Notes, the Class G Notes and the Income Notes shall be subordinate and junior to the Class E Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class E Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class E Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class F Notes, the Class G Notes and the Income Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(g)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class F Notes, that the rights of Holders of the Class G Notes and the Income Notes shall be subordinate and junior to the Class F Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class F Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class F Notes consent, other than in Cash, before any further payment or distribution is made on account of any , the Class G Notes and the Income Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(h)Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class G Notes, that the rights of the Holders of the Income Notes shall be subordinate and junior to the Class G Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each

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Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class G Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class G Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Income Notes to the extent and in the manner provided in Section 11.1(a)(iii).

(i)In the event that notwithstanding the provisions of this Indenture, any Holders of any Class of Notes shall have received any payment or distribution in respect of such Class contrary to the provisions of this Indenture, then, unless and until all accrued and unpaid interest on and outstanding principal of all more senior Classes of Notes have been paid in full in accordance with this Indenture, such payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the Note Administrator, which shall pay and deliver the same to the Holders of the more senior Classes of Notes in accordance with this Indenture.

(j)Each Holder of any Class of Notes agrees with the Note Administrator on behalf of the Secured Parties that such Holder shall not demand, accept, or receive any payment or distribution in respect of such Notes in violation of the provisions of this Indenture including Section 11.1(a) and this Section 13.1; provided, however, that after all accrued and unpaid interest on, and principal of, each Class of Notes senior to such Class have been paid in full, the Holders of such Class of Notes shall be fully subrogated to the rights of the Holders of each Class of Notes senior thereto. Nothing in this Section 13.1 shall affect the obligation of the Issuer to pay Holders of such Class of Notes any amounts due and payable hereunder.

(k)The Holders of each Class of Notes agree, for the benefit of all Holders of the Notes, not to institute against, or join any other person in instituting against, the Issuer or any Issuer Subsidiary, any petition for bankruptcy, reorganization, arrangement, moratorium, liquidation or similar proceedings under the laws of any jurisdiction before one year and one day or, if longer, the applicable preference period then in effect, have elapsed since the final payments to the Holders of the Notes.

Section 13.2Standard of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other rights as a Noteholder under this Indenture, a Noteholder or Noteholders shall not have any obligation or duty to any Person or to consider or take into account the interests of any Person and shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely affects any Noteholder, the Issuer, or any other Person, except for any liability to which such Noteholder may be subject to the extent the same results from such Noteholder’s taking or directing an action, or failing to take or direct an action, in bad faith or in violation of the express terms of this Indenture.

ARTICLE 14

MISCELLANEOUS

Section 14.1Form of Documents Delivered to the Trustee and Note Administrator. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more

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other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer of the Issuer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Collateral Manager or any other Person, stating that the information with respect to such factual matters is in the possession of the Issuer, the Collateral Manager or such other Person, unless such Authorized Officer of the Issuer or such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel also may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuer, or the Servicer or the Special Servicer on behalf of the Issuer, certifying as to the factual matters that form a basis for such Opinion of Counsel and stating that the information with respect to such matters is in the possession of the Issuer or the Collateral Manager on behalf of the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to the taking of any action by the Trustee or the Note Administrator at the request or direction of the Issuer, then notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s rights to make such request or direction, the Trustee or the Note Administrator shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event of Default as provided in Section 6.1(g).

Section 14.2Acts of Noteholders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and the Note Administrator, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Note Administrator and the Issuer, if made in the manner provided in this Section 14.2.

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(b)The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee or the Note Administrator deems sufficient.

(c)The principal amount and registered numbers of Notes held by any Person, and the date of his holding the same, shall be proved by the Notes Register. Notwithstanding the foregoing, the Trustee and Note Administrator may conclusively rely on an Investor Certification to determine ownership of any Notes.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder shall bind such Noteholder (and any transferee thereof) of such Note and of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Note Administrator or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 14.3Notices, etc., to the Trustee, the Note Administrator, the Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Placement Agents, the Collateral Manager and the Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a)the Trustee shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form, to the Trustee addressed to it at the Corporate Trust Office, e-mail: cmbstrustee@wilmingtontrust.com, or at any other address previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Noteholders;

(b)the Note Administrator shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Note Administrator addressed to it at the Corporate Trust Office, e-mail: trustadministrationgroup@computershare.com with a copy to CCTCREBondAdmin@computershare.com , and for purposes of any notices to be posted under the “EU/UK Risk Retention” tab or the “EU Article 7 Reporting” tab, to CCTEURRCompliance@computershare.com, or at any other address previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Noteholders;

(c)the Issuer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed to it in c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, Attention: Donald J. Puglisi, Facsimile number: (302) 738-7210 with a copy to the Collateral Manager, or at any other address previously furnished in writing to the Trustee and the Note Administrator by the Issuer, with a copy to the Special Servicer at its address set forth below;

(d)the Advancing Agent shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Advancing Agent addressed to it at Invesco Commercial Real Estate Finance Investments, LP, 2300 N. Field Street, Suite 1200, Dallas, Texas 75201 Attention: Susan G. Mitchell, e-mail:

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Susan.Mitchell2@invesco.com, or at any other address previously furnished in writing to the Trustee, the Note Administrator, and the Issuer, with a copy to the Special Servicer at its address set forth below;

(e)the Servicer shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Servicer addressed to it at KeyBank National Association, 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, Attention: Todd Reynolds, e-mail: todd_reynolds@keybank.com, with a copy to Polsinelli, 900 West 48th Place, Suite 900, Kansas City, Missouri 64112, Attention: Kraig Kohring, email: kkohring@polsinelli.com, or at any other address previously furnished in writing to the Issuer, the Note Administrator and the Trustee;

(f)the Special Servicer shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Special Servicer addressed to it at Bellwether Asset Services, LLC, 200 N Pacific Coast Hwy, Ste 1400, El Segundo, CA 90245, Attention: Dennis Grzeskowiak, e-mail: dgrzeskowiak@bellwetherco.com, with a copy to Bellwether Asset Services, LLC, 200 N Pacific Coast Hwy, Ste 1400, El Segundo, CA 90245, Attention: Ariel Cole, email: acole@bellwetherco.com, or at any other address previously furnished in writing to the Issuer, the Note Administrator and the Trustee;

(g)the Rating Agencies shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Rating Agencies addressed to them at (i) Fitch Ratings, Inc., 300 West 57th Street, New York, New York 10019, Attention: Commercial Mortgage Surveillance (or by electronic mail at info.cmbs@fitchratings.com) and (ii) Moody’s Investor Services, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: CRE CDO Surveillance, (or by electronic mail at moodys_cre_cdo_monitoring@moodys.com), or such other address that any Rating Agency shall designate in the future; provided that any request, demand, authorization, direction, order, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with the Rating Agencies shall be given in accordance with, and subject to, the provisions of Section 14.13 hereof;

(h)Barclays, as a Placement Agent shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to Barclays Capital Inc., 745 7th Avenue, New York, New York 10019, Attention: Dan Schmidt, email: daniel.schmidt@barclays.com, with a copy to Barclays Capital Inc., 745 7th Avenue, New York, New York 10019, Attention: Steven P. Glynn, email: steven.glynn@barclays.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee;

(i)Wells Fargo Securities, as a Placement Agent shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to Wells Fargo Securities, LLC, 30 Hudson Yards, New York, New York 10001, Attention: John Rhee, email: CMBSNOTICES@wellsfargo.com, with copies to Bryan Riddle, Wells Fargo Legal Department, 401 South Tryon St. 26th Floor, Charlotte, North Carolina 28202, email: bryan.riddle@wellsfargo.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee;

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(j)Morgan Stanley, as a Placement Agent shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Jane Lam, email: jane.lam@morganstanley.com, with copies to Morgan Stanley & Co. LLC, Legal Compliance Division, 1221 Avenue of the Americas, New York, New York 10020, Attention: Mike Keenan, email: michael.keenan@morganstanley.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee;

(k)Citigroup, as a Placement Agent shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to Citigroup Global Markets Inc., 388 Greenwich Street, 6th Floor Trading, New York, New York 10013, Attention: Raul Orozco, email: raul.d.orozco@citi.com, with copies to Citigroup Global Markets Inc., 388 Greenwich Street, 6th Floor Trading, New York, New York 10013, Attention: Richard Simpson, e-mail: richard.simpson@citi.com, and Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor Tower, New York, New York 10013, Attention: Ryan M. O’Connor, e-mail: ryan.m.oconnor@citi.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee;

(l)BMO Capital Markets, as a Placement Agent shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, Attention: Michael Birajiclian and David Schell, email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee;

(m)Capital One Securities, as a Placement Agent shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form to Capital One Securities, Inc., 299 Park Avenue, 31st Floor, New York, NY 10171, Attention: Eric Shea and Structured Products Group, email: COSSPG@capitalone.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee; and

(n)the Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at 2300 N. Field Street, Suite 1200, Dallas, Texas 75201 Attention: Susan G. Mitchell, e-mail: Susan.Mitchell2@invesco.com, or at any other address furnished in writing to the Issuer, the Note Administrator and the Trustee.

Section 14.4Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture or the Servicing Agreement provides for notice to Holders of Notes of any event,

(a)such notice shall be sufficiently given to Holders of Notes if in writing and mailed, first class postage prepaid, to each Holder of a Note affected by such event, at the address of such Holder as it appears in the Notes Register, not earlier than the earliest date and not later than the latest date, prescribed for the giving of such notice; and

(b)such notice shall be in the English language.

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The Note Administrator shall deliver to the Holders of the Notes any information or notice in its possession, requested to be so delivered by at least 25% of the Holders of any Class of Notes.

Neither the failure to mail any notice, nor any defect in any notice so mailed, to any particular Holder of a Note shall affect the sufficiency of such notice with respect to other Holders of Notes. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made with the approval of the Note Administrator and shall constitute sufficient notification to such Holders of Notes for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee and with the Note Administrator, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In the event that, by reason of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee and the Note Administrator shall be deemed to be a sufficient giving of such notice.

Section 14.5Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 14.6Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its respective successors and assigns, whether so expressed or not.

Section 14.7Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.8Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than (i) the parties hereto and their successors hereunder and (ii) the Servicer, the Special Servicer, the Collateral Manager and the Noteholders (each of whom shall be an express third party beneficiary hereunder), any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 14.9Governing Law; Waiver of Jury Trial. THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,

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TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.10Submission to Jurisdiction. The Issuer hereby irrevocably submits to the nonexclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this Indenture, and the Issuer hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The Issuer hereby irrevocably waives, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Issuer irrevocably consents to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process to it at the office of the Issuer’s agent set forth in Section 7.2. The Issuer agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 14.11Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This Agreement shall be valid, binding and enforceable against a party (and any respective successors and permitted assigns thereof) when executed and delivered by an authorized individual on behalf of such party by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any other electronic signature permitted by the U.S. Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signature law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case, to the extent applicable; provided that original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity and legal effect as an original manual signature, and shall be equally admissible for evidentiary purposes. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. Delivery of an executed counterpart of a signature page of this Indenture in Portable Document Format (PDF) or by electronic transmission shall be as effective as delivery of a manually executed original counterpart of this Indenture.

Section 14.12[Reserved].

Section 14.1317g-5 Information.

(a)The Issuer shall comply with its obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”), by their or their agent’s posting on the 17g-5 Website, no later than the time such information is provided to the Rating Agencies, all information that the Issuer or other parties on its behalf, including the Trustee, the Note Administrator, the Servicer and the Special Servicer, provide to the Rating Agencies for the purposes of determining the initial credit rating of the Notes or undertaking credit rating surveillance of the Notes (the “17g-5 Information”); provided that no party other than the Issuer, the Trustee, the Note Administrator, the Servicer or the Special Servicer may provide information to the Rating Agencies on the Issuer’s behalf without the prior written consent of the Special Servicer. At all times while any Notes are rated by any Rating Agency or any other NRSRO, the Issuer shall engage a third party to post 17g-5 Information to the 17g-5 Website.

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The Issuer hereby engages the Note Administrator (in such capacity, the “17g-5 Information Provider”), to post 17g-5 Information it receives from the Issuer, the Trustee, the Note Administrator, the Servicer or the Special Servicer to the 17g-5 Website in accordance with this Section 14.13, and the Note Administrator hereby accepts such engagement.

(b)Any information required to be delivered to the 17g-5 Information Provider by any party under this Indenture or the Servicing Agreement shall be delivered to it via electronic mail at 17g5informationprovider@computershare.com, specifically with a subject reference of “17g-5 –INCREF 2025-FL1 LLC” and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.

Upon delivery by the Issuer to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Issuer and the 17g-5 Information Provider) of information designated by the Issuer as having been previously made available to NRSROs by the Issuer (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 information available only to the Issuer and to NRSROs via the 17g-5 Website pursuant this Section 14.13(b). The Issuer shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Website to any designee or other third party.

(c)The 17g-5 Information Provider shall make available, solely to NRSROs, the following items to the extent such items are delivered to it via email at 17g5informationprovider@computershare.com, specifically with a subject reference of “17g-5 – INCREF 2025-FL1 LLC” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial; provided that such information is not locked or corrupted and is otherwise received in a readable and uploadable format:

(i)any statements as to compliance and related Officer’s Certificates delivered under Section 7.9;

(ii)any information requested by the Issuer or the Rating Agencies (it being understood the 17g-5 Information Provider shall not disclose on the Note Administrator’s Website which Rating Agencies requested such information as provided in Section 14.13);

(iii)any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without satisfaction of the Rating Agency Condition;

(iv)any requests for satisfaction of the Rating Agency Condition that are delivered to the 17g-5 Information Provider pursuant to Section 14.14;

(v)any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 14.13(c); provided that the summary of such oral communications shall not disclose which Rating Agencies the communication was with;

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(vi)any amendment or proposed supplemental indenture to this Indenture required to be provided to the Rating Agencies pursuant to Section 8.3 and any amendment to any other Transaction Document;

(vii)the “Rating Agency Q&A Forum and Servicer Document Request Tool” pursuant to Section 10.13(d);

(viii)notice of any Event of Default;

(ix)notice of any change in or the termination of the Collateral Manager; and

(x)notice of final payment to the Noteholders

The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Website or such other website as the Issuer may notify the parties hereto in writing.

(d)Information shall be posted on the same Business Day of receipt; provided that such information is received by 12:00 p.m. (Eastern Time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the website. The 17g-5 Information Provider (and the Trustee) has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Website to the extent such information was not produced by it. Access will be provided by the 17g-5 Information Provider to NRSROs upon receipt of an NRSRO Certification in the form of Exhibit G hereto (which certification may be submitted electronically via the 17g-5 Website).

(e)Upon request of the Issuer or a Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Website any additional information requested by the Issuer or such Rating Agency to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 14.13. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Website the Rating Agency or NRSRO that requested such additional information.

(f)The 17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Website in respect of the transaction governed by this Indenture each time an additional document is posted to the 17g-5 Website.

(g)Any other information required to be delivered to the Rating Agencies pursuant to this Indenture shall be furnished to the Rating Agencies only after the earlier of (x) receipt of confirmation (which may be by email) from the 17g-5 Information Provider that such information has been posted to the 17g-5 Website and (y) two (2) Business Days after such information has been delivered to the 17g-5 Information Provider in accordance with this Section 14.13.

(h)Notwithstanding anything to the contrary in this Indenture, a breach of this Section 14.13 shall not constitute a Default or Event of Default.

(i)If any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services such

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party may have provided with respect to the Collateral Interests (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Website. The 17g-5 Information Provider shall post on the 17g-5 Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Indenture, promptly upon receipt thereof.

Section 14.14Rating Agency Condition. Any request for satisfaction of the Rating Agency Condition made by a Requesting Party pursuant to this Indenture, shall be made in writing, which writing shall contain a cover page indicating the nature of the request for satisfaction of the Rating Agency Condition, and shall contain all back-up material necessary for the Rating Agencies to process such request. Such written request for satisfaction of the Rating Agency Condition shall be provided in electronic format to the 17g-5 Information Provider in accordance with Section 14.13 hereof and after receiving actual knowledge of such posting (which may be in the form of an automatic email notification of posting delivered by the 17g-5 Website to such party), the Requesting Party shall send the request for satisfaction of such Condition to the Rating Agencies in accordance with the instructions for notices set forth in Section 14.13 hereof.

Section 14.15Patriot Act Compliance. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee and Note Administrator may be required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee or Note Administrator, as the case may be. Accordingly, each of the parties agrees to provide to the Trustee and the Note Administrator, upon its request from time to time, such identifying information and documentation as may be available for such party in order to enable the Trustee and the Note Administrator, as applicable, to comply with Applicable Law.

ARTICLE 15

ASSIGNMENT OF COLLATERAL INTEREST PURCHASE AGREEMENTS AND COLLATERAL MANAGEMENT AGREEMENT

Section 15.1Assignment of the Collateral Interest Purchase Agreements and the Collateral Management Agreement.

(a)The Issuer, in furtherance of the covenants of this Indenture and as security for the Notes and amounts payable to the Secured Parties hereunder and the performance and observance of the provisions hereof, hereby collaterally assigns, transfers, conveys and sets over to the Trustee, for the benefit of the Noteholders (and to be exercised on behalf of the Issuer by persons responsible therefor pursuant to this Indenture and the Servicing Agreement), all of the Issuer’s estate, right, title and interest in, to and under the Collateral Interest Purchase Agreements (now or hereafter entered into) and the Collateral Management Agreement (each, an

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“Article 15 Agreement”), including, without limitation, (i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Seller or the Collateral Manager thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided, however, that the Issuer reserves for itself a license to exercise all of the Issuer’s rights pursuant to the Article 15 Agreements without notice to or the consent of the Trustee or any other party hereto (except as otherwise expressly required by this Indenture, including, without limitation, as set forth in Section 15.1(f)) which license shall be and is hereby deemed to be automatically revoked upon the occurrence of an Event of Default hereunder until such time, if any, that such Event of Default is cured or waived.

(b)The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the provisions of each of the Article 15 Agreements, nor shall any of the obligations contained in each of the Article 15 Agreements be imposed on the Trustee.

(c)Upon the retirement of the Notes and the release of the Collateral from the lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under each of the Article 15 Agreements shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion.

(d)The Issuer represents that it has not executed any assignment of any of the Article 15 Agreements other than this collateral assignment.

(e)The Issuer agrees that this assignment is irrevocable, and that it shall not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may specify.

(f)The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Seller and the Collateral Manager, as applicable, in the Collateral Interest Purchase Agreements and the Collateral Management Agreement, as applicable, to the following:

(i)the Seller and the Collateral Manager each consent to the provisions of this collateral assignment and agrees to perform any provisions of this Indenture made expressly applicable to the Seller or the Collateral Manager, as applicable, pursuant to the applicable Article 15 Agreement;

(ii)the Seller and the Collateral Manager, as applicable, acknowledges that the Issuer is collaterally assigning all of its right, title and interest in, to and under the applicable Collateral Interest Purchase Agreement and the Collateral Management Agreement, as applicable, to the Trustee for the benefit of the Noteholders, and the Seller and the Collateral Manager, as applicable, agrees that all of the representations, covenants and agreements made by the Seller and the Collateral Manager, as applicable, in the applicable Article 15 Agreement are also for the benefit of, and enforceable by, the Trustee and the Noteholders;

(iii)the Seller and the Collateral Manager, as applicable, shall deliver to the Trustee duplicate original copies of all notices, statements, communications and

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instruments delivered or required to be delivered to the Issuer pursuant to the applicable Article 15 Agreement;

(iv)none of the Issuer, the Seller or the Collateral Manager shall enter into any agreement amending, modifying or terminating the applicable Article 15 Agreement, (other than in respect of an amendment or modification to cure any inconsistency, ambiguity or manifest error) or selecting or consenting to a successor Collateral Manager, as applicable, without notifying the Rating Agencies and without the prior written consent and written confirmation of the Rating Agencies that such amendment, modification or termination will not cause its then-current ratings of the Notes to be downgraded or withdrawn;

(v)except as otherwise set forth herein and therein (including, without limitation, pursuant to Section 12 of the Collateral Management Agreement), the Collateral Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement, notwithstanding that the Collateral Manager shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were not then available hereunder to pay such amounts pursuant to the Priority of Payments. The Collateral Manager agrees not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment of the fees or other amounts payable to the Collateral Manager under the Collateral Management Agreement until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to the applicable preference period under the Bankruptcy Code plus ten days following such payment; and

(vi)the Collateral Manager irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this Indenture, and the Collateral Manager irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The Collateral Manager irrevocably waives, to the fullest extent it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Collateral Manager irrevocably consents to the service of any and all process in any action or Proceeding by the mailing by certified mail, return receipt requested, or delivery requiring signature and proof of delivery of copies of such initial process to it at 2300 N. Field Street, Suite 1200, Dallas, Texas 75201 Attention: Susan G. Mitchell, e-mail: Susan.Mitchell2@invesco.com. The Collateral Manager agrees that a final and non-appealable judgment by a court of competent jurisdiction in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

ARTICLE 16

CURE RIGHTS; PURCHASE RIGHTS; COLLATERAL INTERESTS ACQUIRED AFTER THE CLOSING DATE

Section 16.1[Reserved]

Section 16.2Collateral Interest Purchase Agreements. Following the Closing Date, other than in respect of any acquisition from the Seller or an Affiliate thereof, and unless a Collateral Interest Purchase Agreement is necessary to comply with the provisions of this Indenture, the Issuer may acquire Subsequent Collateral Interests and Delayed Close Collateral Interests in accordance with customary settlement procedures in the relevant markets. In any event, the Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain from any seller of a Collateral Interest, all Loan Documents with respect to each Collateral Interest that govern,

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directly or indirectly, the rights and obligations of the owner of the Collateral Interest with respect to the Collateral Interest and any certificate evidencing the Collateral Interest.

Section 16.3Representations and Warranties Related to Collateral Interests Acquired after the Closing Date.

(a)Upon the acquisition of any Collateral Interest by the Issuer after the Closing Date, the related seller shall be required to make representations and warranties substantially in the form attached as an exhibit to the Collateral Interest Purchase Agreement with such exceptions as may be relevant and reasonably acceptable to the Collateral Manager.

(b)The representations and warranties in Section 16.3(a) with respect to the acquisition of any Collateral Interest acquired after the Closing Date may be subject to any modification, limitation or qualification that the Collateral Manager determines to be reasonably acceptable in accordance with the Collateral Management Standard; provided that the Collateral Manager will provide the Rating Agencies with a report attached to each Monthly Report identifying each such affected representation or warranty and the modification, exception, limitation or qualification received with respect to the acquisition of any Collateral Interest acquired after the Closing Date during the period covered by the Monthly Report, which report may contain explanations by the Collateral Manager as to its determinations.

(c)The Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain a covenant from the Person making any representation or warranty to the Issuer pursuant to Section 16.3(a) that such Person shall repurchase or, with the consent of the Collateral Manager, substitute the related Collateral Interest if any such representation or warranty is breached (but only after the expiration of any permitted cure periods and failure to cure such breach). The purchase price for any Collateral Interest repurchased shall be a price equal to the sum of the following (in each case, without duplication) as of the date of such repurchase: (i) the Principal Balance of such Collateral Interest, discounted based on the percentage amount of any discount that was applied when such Collateral Interest was purchased by the Issuer, plus (ii) accrued and unpaid interest on such Collateral Interest, plus (iii) any unreimbursed advances made under this Indenture or the Servicing Agreement on the Collateral Interest, plus (iv) accrued and unpaid interest on advances made under this Indenture or the Servicing Agreement on the Collateral Interest, plus (v) any reasonable costs and expenses (including, but not limited to, the cost of any enforcement action, incurred by the Issuer, the Servicer, the Special Servicer or the Trustee in connection with any such repurchase), plus (vi) any Liquidation Fee payable to the Special Servicer in connection with a repurchase of the Collateral Interest by the Seller. In the case of any substitution, the sum of (1) the Principal Balance of the substitute Collateral Interest plus all accrued and unpaid interest thereon plus (2) the Cash amount (if any) to be paid to the Issuer in connection with such substitution, shall be equal to or greater than the sum of the Principal Balance of the affected Collateral Interest plus all accrued and unpaid interest thereon.

Section 16.4Operating Advisor. If the Issuer, as holder of a Participation has the right pursuant to the related Loan Documents to appoint the operating advisor, directing holder or Person serving a similar function under the Loan Documents, each of the Issuer, the Trustee and the Collateral Manager shall take such actions as are reasonably necessary to appoint the Collateral Manager to such position.

Section 16.5Purchase Right. If the Issuer, as holder of a Participation, has the right pursuant to the related Loan Documents to purchase any other interest in the related Participated Loan (an “Other Tranche”), the Issuer shall, if directed by a Majority of the Income Noteholders, exercise such right, if the Collateral Manager determines, in accordance with the Collateral Management Standard, that the exercise of the option would be in the best interest of

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the Noteholders, but shall not exercise such right if the Collateral Manager determines otherwise. The Collateral Manager shall deliver to the Trustee an Officer’s Certificate certifying such determination, accompanied by an Act of a Majority of the Income Noteholders directing the Issuer to exercise such right. In connection with the purchase of any such Other Tranche(s), the Issuer shall assign to a Majority of the Income Noteholders or its designee all of its right, title and interest in such Other Tranche(s) in exchange for a purchase price (such price and any other associated expense of such exercise to be paid by a Majority of the Income Noteholders) of the Other Tranche(s) (or, if the Loan Documents permit, the Issuer may assign the purchase right to a Majority of the Income Noteholders or its designee; otherwise a Majority of the Income Noteholders or its designee shall fund the purchase by the Issuer, which shall then assign the Other Tranche(s) to a Majority of the Income Noteholders or its designee), which amount shall be delivered by such Holder or its designee from its own funds to or upon the instruction of the Collateral Manager in accordance with terms of the Loan Documents related to the acquisition of such Other Tranche(s). The Issuer shall execute and deliver at the direction of such Holder of a Majority of the Income Notes such instruments of transfer or assignment prepared by such Holder, in each case without recourse, as shall be necessary to transfer title to such Holder of the Majority of Income Notes or its designee of the Other Tranche(s) and the Trustee shall have no responsibility with regard to such Other Tranche(s). Notwithstanding anything to the contrary herein, any Other Tranche purchased hereunder by the Issuer shall not be subject to the Grant to the Trustee under the Granting Clauses.

ARTICLE 17

ADVANCING AGENT

Section 17.1Liability of the Advancing Agent. The Advancing Agent shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Advancing Agent.

Section 17.2Merger or Consolidation of the Advancing Agent.

(a)The Advancing Agent will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction in which it was formed, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture to perform its duties under this Indenture.

(b)Any Person into which the Advancing Agent may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Advancing Agent shall be a party, or any Person succeeding to the business of the Advancing Agent shall be the successor of the Advancing Agent, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding (it being understood and agreed by the parties hereto that the consummation of any such transaction by the Advancing Agent shall have no effect on the Backup Advancing Agent’s obligations under Section 10.7, which obligations shall continue pursuant to the terms of Section 10.7).

Section 17.3Limitation on Liability of the Advancing Agent and Others. None of the Advancing Agent or any of its Affiliates, directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Advancing Agent against liability to the Issuer or Noteholders for any breach of warranties or representations made herein or any liability which would otherwise

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be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder. The Advancing Agent and any director, officer, employee or agent of the Advancing Agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Advancing Agent and any director, officer, employee or agent of the Advancing Agent shall be indemnified by the Issuer pursuant to the priorities set forth in Section 11.1(a) and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Indenture or the Notes, other than any loss, liability or expense (i) specifically required to be borne by the Advancing Agent pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties hereunder (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Indenture); or (ii) incurred by reason of any breach of a representation, warranty or covenant made herein, any misfeasance, bad faith or negligence by the Advancing Agent in the performance of or negligent disregard of, obligations or duties hereunder or any violation of any state or federal securities law.

Section 17.4Representations and Warranties of the Advancing Agent. The Advancing Agent represents and warrants that:

(a)the Advancing Agent (i) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware, (ii) has full power and authority to own the Advancing Agent’s Collateral and to transact the business in which it is currently engaged, and (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Advancing Agent’s ownership or lease of property or the conduct of the Advancing Agent’s business requires, or the performance of this Indenture would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, Collateral or financial condition of the Advancing Agent or the ability of the Advancing Agent to perform its obligations under, or on the validity or enforceability of, the provisions of this Indenture applicable to the Advancing Agent;

(b)the Advancing Agent has full power and authority to execute, deliver and perform this Indenture; this Indenture has been duly authorized, executed and delivered by the Advancing Agent and constitutes a legal, valid and binding agreement of the Advancing Agent, enforceable against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(c)neither the execution and delivery of this Indenture nor the performance by the Advancing Agent of its duties hereunder conflicts with or will violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the Governing Documents and bylaws of the Advancing Agent, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument to which the Advancing Agent is a party or is bound, (iii) any law, decree, order, rule or regulation applicable to the Advancing Agent of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Advancing Agent or its properties, and which would have, in the case of any of (i), (ii) or (iii) of this Section 17.4(c), either individually or in the aggregate, a material adverse effect on the business, operations, Collateral or financial condition of the Advancing Agent or the ability of the Advancing Agent to perform its obligations under this Indenture;

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(d)no litigation is pending or, to the best of the Advancing Agent’s knowledge, threatened, against the Advancing Agent that would materially and adversely affect the execution, delivery or enforceability of this Indenture or the ability of the Advancing Agent to perform any of its obligations under this Indenture in accordance with the terms hereof; and

(e)no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Advancing Agent of its duties hereunder, except such as have been duly made or obtained.

Section 17.5Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Advancing Agent and no appointment of a successor Advancing Agent pursuant to this Article 17 shall become effective until the acceptance of appointment by the successor Advancing Agent under Section 17.6.

(b)The Advancing Agent may, subject to Section 17.5(a), resign at any time by giving written notice thereof to the Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Servicer, the Noteholders and the Rating Agencies.

(c)The Advancing Agent may be removed at any time by Act of Supermajority of the Income Notes upon written notice delivered to the Trustee and to the Issuer.

(d)If the Advancing Agent fails to make a required Interest Advance and it has not determined such Interest Advance to be a Nonrecoverable Interest Advance, (i) the Advancing Agent will be in default under this Indenture, (ii) the Backup Advancing Agent shall be required to make such Interest Advance, and (iii) the Note Administrator shall terminate such Advancing Agent and use commercially reasonable efforts for 90 days after such termination to appoint a successor Advancing Agent. Any appointment of a successor advancing agent by the Collateral Manager or Trustee must satisfy the Rating Agency Condition. Following the termination of the Advancing Agent, the Backup Advancing Agent or the Trustee, as applicable, will be required to make Interest Advances until a successor advancing agent is appointed.

(e)Subject to Section 17.5(d), if the Advancing Agent shall resign or be removed, upon receiving such notice of resignation or removal, the Issuer shall promptly appoint a successor advancing agent by written instrument, in duplicate, executed by an Authorized Officer of the Issuer, one copy of which shall be delivered to the Advancing Agent so resigning and one copy to the successor Advancing Agent, together with a copy to each Noteholder, the Collateral Manager, the Trustee, the Note Administrator, the Servicer and the Special Servicer; provided that such successor Advancing Agent shall be appointed only subject to satisfaction of the Rating Agency Condition, upon the written consent of the Majority Income Noteholder. If no successor Advancing Agent shall have been appointed and an instrument of acceptance by a successor Advancing Agent shall not have been delivered to the Advancing Agent within 30 days after the giving of such notice of resignation, the resigning Advancing Agent, the Trustee, the Note Administrator, or any Income Noteholder, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Advancing Agent.

(f)The Issuer shall give prompt notice of each resignation and each removal of the Advancing Agent and each appointment of a successor Advancing Agent by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies, the

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Trustee, the Note Administrator, and to the Holders of the Notes as their names and addresses appear in the Notes Register.

Section 17.6Acceptance of Appointment by Successor Advancing Agent.

(a)Every successor Advancing Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Trustee, the Note Administrator, and the retiring Advancing Agent an instrument accepting such appointment hereunder and under the Servicing Agreement. Upon delivery of the required instruments, the resignation or removal of the retiring Advancing Agent shall become effective and such successor Advancing Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Advancing Agent hereunder and under the Servicing Agreement.

(b)No appointment of a successor Advancing Agent shall become effective unless (1) the Rating Agency Condition has been satisfied with respect to the appointment of such successor Advancing Agent and (2) such successor has a long-term senior unsecured debt rating of at least “A2” by Moody’s and “A” by Fitch, and a short-term unsecured debt rating of at least “P-1” by Moody’s and “F1” by Fitch.

Section 17.7Removal and Replacement of Successor Advancing Agent. The Note Administrator shall replace any such successor Advancing Agent (excluding the Note Administrator in its capacity as Backup Advancing Agent) upon receiving notice that such successor Advancing Agent’s long-term senior unsecured debt rating at any time becomes lower than “A2” by Moody’s or “A” by Fitch, and such successor Advancing Agent’s short-term unsecured debt rating becomes lower than “P-1” by Moody’s or “F1” by Fitch, with a successor Advancing Agent that has a long-term senior unsecured debt rating of at least “A2” by Moody’s and “A” by Fitch, and a short-term unsecured debt rating of at least “P-1” from Moody’s and “F1” by Fitch.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Indenture as of the day and year first above written.

INCREF 2025-FL1 LLC, as Issuer

By:     /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

INCREF 2025-FL1: INDENTURE

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, as Advancing Agent

By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner

By:    /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

INCREF 2025-FL1: INDENTURE

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee

By:    /s/ Patrick A. Kanar
    Name: Patrick A. Kanar
    Title: Assistant Vice President

INCREF 2025-FL1: INDENTURE

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Note Administrator and Custodian

By:    /s/ Liza Kabariti
    Name: Liza Kabariti
    Title: Vice President

INCREF 2025-FL1: INDENTURE

SCHEDULE A

SCHEDULE OF COLLATERAL INTERESTS

CLOSING DATE COLLATERAL INTERESTS


Collateral Interest Name	Collateral Interest Type	Controlled/Non-Controlled	Principal Balance as of the Closing Date ($)
99th Avenue	Pari Passu Participation	Controlled	90,924,503
Cass White Logistics Center	Pari Passu Participation	Controlled	63,184,210
Washington Highway Logistics Center	Pari Passu Participation	Controlled	25,891,287
Towne Centre Drive	Pari Passu Participation	Controlled	36,792,533
AirParc Heights	Pari Passu Participation	Controlled	36,060,617
Canyon Commerce Center-Building C	Pari Passu Participation	Controlled	32,134,637
7400 Hazard	Pari Passu Participation	Controlled	29,466,170
2200 Sullivan	Pari Passu Participation	Controlled	20,568,140
Westinghouse 35	Pari Passu Participation	Controlled	14,977,903
Stoltz East Coast Portfolio II	Pari Passu Participation	Controlled	122,462,997
13th and Olive	Pari Passu Participation	Non-Controlled	32,156,117
Cottages at San Marcos	Pari Passu Participation	Non-Controlled	22,692,209
The Wilde	Pari Passu Participation	Non-Controlled	19,387,235
21 Oaks	Pari Passu Participation	Non-Controlled	12,663,126
Arches on the Lake	Pari Passu Participation	Non-Controlled	11,514,507
The Oliver	Pari Passu Participation	Non-Controlled	11,456,094
Enclave 425	Pari Passu Participation	Non-Controlled	10,130,712
Knoxville Two-Pack	Pari Passu Participation	Controlled	80,500,000
NYC Townhouse Facility 1.0 Portfolio	Pari Passu Participation	Controlled	76,865,284

Sch. A-1


South Bay Multifamily Portfolio	Pari Passu Participation	Controlled	61,422,317
22-22 Jackson Combined Loan	Loan Combination	Controlled	61,397,000
Alexan Memorial	Pari Passu Participation	Controlled	61,000,000
Osprey Apartments	Pari Passu Participation	Controlled	59,482,975
Stoltz East Coast Portfolio I	Whole Loan	Controlled	47,881,000
ViveLA Portfolio I	Pari Passu Participation	Controlled	41,535,000
Tralee Village	Pari Passu Participation	Controlled	30,652,754
Brooklyn 9-Pack Combined Loan	Loan Combination	Controlled	22,500,000
ViveLA Portfolio II	Pari Passu Participation	Controlled	20,360,000

Sch. A-2

SCHEDULE B

BENCHMARK

Calculation of Benchmark

For purposes of calculating the Benchmark (which shall initially be Term SOFR), the Issuer shall initially appoint the Note Administrator as calculation agent (in such capacity, the “Calculation Agent”). Term SOFR with respect to any Interest Accrual Period shall be determined by the Calculation Agent in accordance with the following provisions:

1.On each Benchmark Determination Date, Term SOFR will equal the rate, as obtained by the Calculation Agent, identified as “1 Month CME Term SOFR,” as reported on the Term SOFR Source as of the Reference Time.

2.If, on any Benchmark Determination Date, Term SOFR does not appear on the Term SOFR Source by 5:00 pm (New York time), then Term SOFR will be the rate published on the last SOFR Business Day preceding such Benchmark Determination Date for which Term SOFR was published.

3.Notwithstanding the foregoing, in no event shall Term SOFR be less than zero.

In making the above calculations, all percentages resulting from the calculation will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (0.00001%).

Sch. B-1

SCHEDULE C

LIST OF AUTHORIZED OFFICERS OF COLLATERAL MANAGER

[Attached]

Sch. C-1

Exhibit 10.3

EXECUTION VERSION

COLLATERAL INTEREST PURCHASE AGREEMENT

This COLLATERAL INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of May 7, 2025 (the “Closing Date”) by and among INCREF SUB-REIT LLC, a Delaware limited liability company (“INCREF Sub-REIT”), INCREF CLO SELLER LLC, a Delaware limited liability company (the “Seller”), INCREF 2025-FL1 LLC, a Delaware limited liability company (the “Issuer”) and INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“INCREF Investments” and, together with the Seller, the “Seller Parties”).

W I T N E S S E T H:

WHEREAS, the Issuer desires to purchase from the Seller and the Seller desires to sell to the Issuer an initial portfolio of Loans and fully funded pari passu participations and senior notes in Loans, each as identified on Exhibit A attached hereto (the “Closing Date Collateral Interests”);

WHEREAS, in connection with the sale of any Collateral Interests to the Issuer, the Seller desires to release any interest it may have in such Collateral Interests and desires to make certain representations and warranties regarding such Collateral Interests;

WHEREAS, pursuant to an indenture, dated as of May 7, 2025 (the “Indenture”), by and among the Issuer, INCREF Investments, as advancing agent, Wilmington Trust, National Association, as trustee (together with any successor trustee permitted under the Indenture, the “Trustee”), Computershare Trust Company, National Association, as note administrator, paying agent, calculation agent, transfer agent, authenticating agent, securities intermediary, notes registrar and backup advancing agent (together with any successor note administrator permitted under the Indenture, in such capacity, the “Note Administrator”), and Computershare Trust Company, National Association, as custodian (in such capacity, the “Custodian”), the Issuer intends to issue the U.S.$706,068,000 Class A Senior Secured Floating Rate Notes Due 2042 (the “Class A Notes”), the U.S.$129,344,000 Class A-S Second Priority Secured Floating Rate Notes Due 2042 (the “Class A-S Notes”), the U.S.$91,302,000 Class B Third Priority Secured Floating Rate Notes Due 2042 (the “Class B Notes”), the U.S.$71,520,000 Class C Fourth Priority Secured Floating Rate Notes Due 2042 (the “Class C Notes”), the U.S.$42,608,000 Class D Fifth Priority Secured Floating Rate Notes Due 2042 (the “Class D Notes”), the U.S.$22,825,000 Class E Sixth Priority Secured Floating Rate Notes Due 2042 (the “Class E Notes” and, together with the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Offered Notes”), the U.S.$42,608,000 Class F Seventh Priority Secured Floating Rate Notes Due 2042 (the “Class F Notes”), the U.S.$30,434,000 Class G Eighth Priority Secured Floating Rate Notes Due 2042 (the “Class G Notes” and, together with the Offered Notes and the Class F Notes, the “Secured Notes”) and the U.S.$80,650,326 Income Notes Due 2042 (the “Income Notes” and, together with the Secured Notes, the “Notes”);

WHEREAS, the Seller may sell to the Issuer, and the Issuer may purchase from the Seller, with funds on deposit in the Unused Proceeds Account, from time to time during the

Ramp-Up Acquisition Period, certain Collateral Interests (the “Ramp-Up Collateral Interests”) and all payments and collections thereon after the related Transfer Date will be acquired by the Issuer; and

WHEREAS, the Seller may sell to the Issuer, from time to time on and after the Closing Date, other Loans or pari passu participations and senior notes in Loans meeting the Eligibility Criteria (if applicable), the Acquisition Criteria (if applicable) and the Acquisition and Disposition Requirements (collectively with the Ramp-Up Collateral Interests, Closing Date Collateral Interests and any Delayed Close Collateral Interests, the “Collateral Interests”) and the Issuer may purchase from the Seller, such Collateral Interests, and all payments and collections thereon after the related Transfer Date (as defined herein) other than any Retained Interest will be acquired by the Issuer; and

WHEREAS, the Issuer intends to pledge the Collateral Interests purchased hereunder by the Issuer to the Trustee as security for the Secured Notes.

NOW, THEREFORE, the parties hereto agree as follows:

1.Defined Terms. Capitalized terms used and not otherwise defined herein shall have the same meanings ascribed to such terms in the Indenture.

“Accountants’ Due Diligence Report”: As defined in Section 4(l).

“Acquisition Criteria”: As defined in the Indenture.

“Agreement”: As defined in the introductory paragraph hereto.

“Assignment of Leases, Rents and Profits”: With respect to any Collateral Interest, an assignment of leases, rents and profits thereunder, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the Mortgaged Property is located to reflect the assignment of leases to the Mortgagee.

“Borrower”: With respect to any Loan, the related borrower or other obligor thereunder.

“Closing Date”: As defined in the introductory paragraph to this Agreement.

“Closing Date Collateral Interest”: As defined in the Indenture.

“Co-Lender Agreement” Any co-lender agreement that governs the rights and obligations of the holders of the A Notes and the Companion Notes, pursuant to which the A Notes will be of equal priority (pro rata and pari passu) in right of payment to the related pari passu Companion Notes and senior in right of payment to the related junior Companion Notes.

“Collateral Interest”: As defined in the recitals.

“Collateral Interest File”: As defined in the Indenture.

“Collateral Interests”: As defined in the recitals.

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“Combined Loan”: Collectively, any Mortgage Loan and a related Mezzanine Loan secured by a pledge of all the equity interests in the Borrower under such Mortgage Loan, as if they are a single loan. Each Combined Loan shall be treated as a single loan for all purposes hereunder.

“Combined Loan Repurchase Event”: As defined in Section 4(e).

“Companion Interest”: As defined in the Indenture.

“Companion Interest Holder”: The holder of any Companion Interest.

“Companion Note”: As defined in the Indenture.

“Crossed Loan”: As defined in Section 4(e).

“Custodian”: As defined in the recitals.

“Cut-off Date”: (i) With respect to any Cut-off Date Collateral Interest, April 9, 2025 and (ii) with respect to any Subsequent Collateral Interest, the date of such Collateral Interest’s acquisition by the Issuer.

“Cut-off Date Collateral Interest”: As defined in the recitals.

“Defective Collateral Interest”: As defined in Section 4(e).

“Delayed Close Acquisition Conditions”: As defined in the Indenture.

“Delayed Close Collateral Interests”: As defined in the Indenture.

“Delayed Close Purchase Termination Date”: As defined in the Indenture.

“Document Defect”: Any document or documents constituting a part of a Collateral Interest File that has not been properly executed, has not been delivered within the time periods provided for herein, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the corresponding information set forth in the Collateral Interest Schedule on Schedule 2 of the Indenture or set forth on an exhibit to a Subsequent Transfer Instrument, as applicable.

“Eligibility Criteria”: As defined in the Indenture.

“Exception Schedule”: The schedule identifying any exceptions to the representations and warranties made with respect to the Collateral Interests to be conveyed hereunder, which is attached hereto as Schedule 1(a) to Exhibit B or attached as an exhibit to a Subsequent Transfer Instrument, as applicable.

“Exchange Act”: As defined in Section 4(l).

“Form 15G”: As defined in Section 4(m).

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“Funded Companion Participation”: As defined in the Indenture.

“Future Funding Amount”: The unfunded future funding commitment of any Future Funding Participation.

“Future Funding Participation”: With respect to each Collateral Interest that is a Participation, each related unfunded future funding participation or companion note that is not an asset of the Issuer and is not part of the Collateral.

“Income Notes”: As defined in the recitals.

“Indenture”: As defined in the recitals.

“Issuer”: As defined in the introductory paragraph to this Agreement.

“Liquidation Fee”: The meaning specified in the Servicing Agreement.

“Loan”: Any whole mortgage loan (but not a participation interest in a mortgage loan) secured by a first mortgage lien on a commercial property or multifamily property.

“Loan Documents”: The documents evidencing and securing a Collateral Interest.

“Loss Value Payment”: As defined in Section 4(e).

“Material Breach”: As defined in Section 4(e).

“Material Document Defect”: A Document Defect that materially and adversely affects the value of a Collateral Interest, the interest of the Noteholders or the ownership interests of the Issuer or any assignee thereof in such Collateral Interest.

“Mezzanine Loan”: A mezzanine loan secured by a pledge of all of the equity interest in a Borrower under a Loan.

“Mortgage”: With respect to each Loan, the mortgage, deed of trust, deed to secure debt or similar instrument that secures the Mortgage Note and creates a lien on the fee or leasehold interest in the related Mortgaged Property.

“Mortgage Loan”: Any Whole Loan or Partitioned Loan, as applicable and as the context may require, that, in each case, is, or is related to, a Collateral Interest owned by the Issuer.

“Mortgage Note”: With respect to each Loan, the promissory note evidencing the indebtedness of the related Borrower, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.

“Mortgage Rate”: The stated rate of interest on a Loan.

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“Mortgaged Property”: With respect to each Loan, the real property securing such Loan.

“Mortgagee”: With respect to each Collateral Interest, the party secured by the related Mortgage.

“Note Administrator”: As defined in the recitals.

“Notes”: As defined in the recitals.

“Offered Notes”: As defined in the recitals.

“Other Crossed Loans”: As defined in Section 4(e).

“Par Purchase Price”: As defined in the Indenture.

“Participated Loan”: Any Loan with respect to which a Participation therein is acquired by the Issuer.

“Participation”: As defined in the Indenture.

“Participation Agreement”: As defined in the Indenture.

“Partition Agreement”: As defined in the Indenture.

“Partitioned Collateral Interest”: As defined in the Indenture.

“Partitioned Loan”: As defined in the Indenture.

“Prepaid Interest Amount”: With respect to any Prepaid Interest Collateral Interests sold to the Issuer on the Closing Date or a Transfer Date, the aggregate amount of related prepaid interest that the Seller agrees to transfer to the Issuer on such Closing Date or Transfer Date, as applicable. There is no Prepaid Interest Amount in connection with the Closing Date Collateral Interests. With respect to any Prepaid Interest Collateral Interests acquired after the Closing Date, the related Prepaid Interest Amount shall be specified in the related Subsequent Transfer Instrument.

“Prepaid Interest Collateral Interest”: Any Collateral Interest with respect to which the Seller agrees to deliver prepaid interest to the Issuer on the Closing Date or Transfer Date, as applicable. As of the Closing Date, there are no Prepaid Interest Collateral Interests.

“Principal Balance”: With respect to any Loan, Companion Interest, Collateral Interest or Eligible Investment, as of any date of determination, the outstanding principal amount of such Loan, Companion Interest, Collateral Interest (as reduced by all payments or other collections of principal received or deemed received, and any principal forgiven by the Special Servicer and other principal losses realized, on such Collateral Interest during the related collection period) or

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Eligible Investment; provided that the Principal Balance of any Eligible Investment that does not pay Cash interest on a current basis will be the accreted value thereof.

“Purchase Price”: As defined in Section 2(a).

“Ramp-Up Acquisition Period”: As defined in the Indenture.

“Ramp-Up Collateral Interest”: As defined in the recitals hereto.

“Reinvestment Period”: As defined in the Indenture.

“Representation Date”: (i) With respect to any Closing Date Collateral Interest, the Cut-off Date, and (ii) with respect to any Delayed Close Collateral Interest or any Subsequent Collateral Interest, the related Transfer Date or other date identified by the Seller on the related Subsequent Transfer Instrument.

“Retained Interest”: (A) With respect to the Closing Date Collateral Interests, the sum of (1) any origination fees paid on the Collateral Interests, and (2) any administrative, prepayment or exit fees, and (B) with respect to any Collateral Interest acquired by the Issuer after the Closing Date pursuant to a Subsequent Transfer Instrument, such other amount as is set forth in a Subsequent Transfer Instrument.

“Secured Notes”: As defined in the recitals.

“Seller”: As defined in the introductory paragraph to this Agreement.

“Servicing File”: The file maintained by the servicer with respect to each Collateral Interest.

“Servicing Shift Date”: As defined in the Servicing Agreement.

“Servicing Shift Loan”: As defined in the Servicing Agreement.

“Signature Law”: As defined in Section 10.

“Subsequent Collateral Interest”: As defined in the Indenture.

“Subsequent Transfer Instrument”: As defined in Section 2(c).

“Transfer Date”: (i) With respect to each Closing Date Collateral Interest, the Closing Date and (ii) with respect to each Subsequent Collateral Interest and each Delayed Close Collateral Interest, the date on which such Collateral Interest is acquired by the Issuer.

“Trustee”: As defined in the recitals.

2.Purchase and Sale of the Collateral Interests.

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(a)Set forth in Exhibit A hereto is a list of the Cut-off Date Collateral Interests and certain other information with respect to each of the Cut-off Date Collateral Interests. The Seller agrees to sell to the Issuer, and the Issuer agrees to purchase from the Seller, without recourse except as expressly provided in this Agreement, all of the Cut-off Date Collateral Interests at an aggregate purchase price of U.S.$998,234,000 plus 100% of the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Income Notes (collectively, the “Purchase Price”). Immediately prior to such sale, the Seller hereby conveys and assigns all right, title and interest it may have in such Cut-off Date Collateral Interests to the Issuer. The sale and transfer of the Cut-off Date Collateral Interests to the Issuer is inclusive of all rights and obligations of the Seller from the Closing Date forward, with respect to such Cut-off Date Collateral Interests; provided that the sale and transfer of Cut-off Date Collateral Interests that are Partitioned Collateral Interests are made subject to the rights and obligations of any Companion Interest Holders under the related Partition Agreements; and provided, however, that it expressly excludes any conveyance of any Retained Interest which shall remain the property of the Seller and shall not be conveyed to the Issuer hereunder. The Issuer shall cause any Retained Interest to be paid to the Seller (or the Seller’s designee) promptly upon receipt in accordance with the terms and conditions of this Agreement, the Servicing Agreement and the Indenture. For the avoidance of doubt, the Seller is not transferring any obligation to fund any Future Funding Amounts under the Participated Loans with Future Funding Participations, all of which will remain the obligation of the party specified under the related Participation Agreement. In connection with such purchase and sale, all payments due on the Cut-off Date Collateral Interests after their respective monthly due dates in April 2025 (excluding the portion of interest that is part of the Retained Interest) shall belong to the Issuer. Delivery or transfer of the Cut-off Date Collateral Interests shall be made on May 7, 2025 (the “Closing Date”), at the time and in the manner agreed upon by the parties. Upon receipt of evidence of the delivery or transfer of the Cut-off Date Collateral Interests to the Issuer or its designee, the Issuer shall pay or cause to be paid to the Seller the Purchase Price in the manner agreed upon by the Seller and the Issuer. On the Closing Date, the Seller shall deliver of cause to be delivered to the Issuer the Prepaid Interest Amount (if any).

The sale to the Issuer of the Cut-off Date Collateral Interests identified in Exhibit A shall be absolute and is intended by the Seller and the Issuer to constitute and to be treated as an absolute sale of such Collateral Interests by the Seller to the Issuer, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Issuer and such Collateral Interests shall not be part of the Seller’s estate in the event of the insolvency or bankruptcy of the Seller.

(b)Within forty-five (45) days after the Closing Date (or, in the case of a Collateral Interest acquired pursuant to a Subsequent Transfer Instrument, the related Transfer Date), the Seller shall, or shall at the expense of the Seller cause a third party vendor to, (1) complete (to the extent necessary) and submit for recording (in favor of the Issuer) in the appropriate public recording office (a) each assignment of mortgage referred to in clause (i)(8) of the definition of “Collateral Interest File” in the Indenture which has not yet been submitted for recording and (b) each assignment of assignment of leases and rents referred to in clause (i)(13) of the definition of “Collateral Interest File” in the Indenture (if not otherwise included in the related assignment of mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (i)(14) of the definition of “Collateral Interest File” in the Indenture which has not yet been submitted for filing or recording. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the

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substitute or corrected document to or at the direction of the Issuer (or any subsequent owner of the affected Collateral Interest, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Seller’s expense. In the event that the Seller receives the original recorded or filed copy, the Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original mortgage, assignment of mortgage, assignment of leases and rents or assignment of assignment of leases and rents, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Issuer (or the Custodian) of a copy of the recorded original of such mortgage, assignment of mortgage, assignment of leases and rents or assignment of assignment of leases and rents.

(c)From time to time from and after the Closing Date, the Seller may present Collateral Interests to the Issuer for purchase hereunder. If the Eligibility Criteria (if applicable), the Acquisition Criteria (if applicable), the Acquisition and Disposition Requirements and other conditions set forth in the Indenture and the conditions set forth in Section 3 below are satisfied with respect to such Collateral Interests, the Issuer may purchase and the Seller shall sell and assign, without recourse except as expressly provided in this Agreement, to the Issuer, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Seller in and to (i) such Collateral Interests, as applicable, as identified on the schedule attached to the related subsequent transfer instrument (a “Subsequent Transfer Instrument”), which Subsequent Transfer Instrument shall be substantially in the form of Annex A attached hereto and delivered by the Seller on the date of such sale (each, a “Transfer Date”), and (ii) all amounts received or receivable on such Collateral Interests, as applicable, whether now existing or hereafter acquired, after the applicable Transfer Date (other than amounts due prior to the applicable Transfer Date). Such sale and assignment of Collateral Interests to the Issuer is inclusive of all rights and obligations accruing from and after the applicable Transfer Date, with respect to such Collateral Interests; provided that the sale and transfer of any such Collateral Interests that are Partitioned Collateral Interests are made subject to the rights and obligations of any Companion Interest Holders under the related Partition Agreement; and provided, however, that it expressly excludes any conveyance of any Retained Interest which shall remain the property of the Seller and shall not be conveyed to the Issuer hereunder. The purchase price with respect to each such Collateral Interest shall be determined by the Collateral Manager or the Advisory Committee, as applicable, and set forth in the related Subsequent Transfer Instrument.

(d)On or prior to the Delayed Close Purchase Termination Date, the Seller may present a Delayed Close Collateral Interest to the Issuer for purchase. If the Delayed Close Acquisition Conditions and the Acquisition and Disposition Requirements and other conditions set forth in the Indenture and the conditions set forth in Section 3 below are satisfied with respect to such Delayed Close Collateral Interest, the Issuer may purchase and the Seller shall sell and assign, without recourse, except as expressly provided in this Agreement, to the Issuer, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Seller in and to (i) such Delayed Close Collateral Interest identified on the schedule attached to the related Subsequent Transfer Instrument, which shall be delivered by the Seller on the related Transfer Date, and (ii) all amounts received or receivable on such Delayed Close Collateral Interest, whether now existing or hereafter acquired, after the applicable Transfer Date (other than amounts due prior to the applicable Transfer Date). Such sale and assignment of a Delayed Close Collateral Interest is inclusive of all rights and obligations accruing from and after the applicable Transfer Date with respect to such Delayed Close Collateral Interest (excluding any portion of interest that is part of the Retained Interest which shall remain the property of the Seller and shall not be conveyed to the Issuer hereunder). The purchase price with respect to any Delayed Close Collateral Interest shall be no greater than the outstanding principal balance of

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such Delayed Close Collateral Interest, as set forth in the related Subsequent Transfer Instrument.

(e)(e) From time to time, during the period commencing on the Closing Date and ending on last day of the Ramp-Up Acquisition Period, the Seller may present any Ramp-Up Collateral Interests to the Issuer for purchase hereunder. If the conditions set forth in Section 3 below are satisfied with respect to such Ramp-Up Collateral Interest, the Issuer may purchase, and the Seller shall sell and assign, without recourse, to the Issuer, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Seller on or prior to the related Transfer Date in and to (i) such Ramp-Up Collateral Interest, as identified on the schedule attached to the related Subsequent Transfer Instrument, which shall be substantially in the form of Annex A attached hereto and delivered by the Seller on the Transfer Date, and (ii) all amounts received or receivable on such Ramp-Up Collateral Interest, whether now existing or hereafter acquired, after the related Transfer Date (other than amounts due prior to the related Transfer Date). Such sale and assignment of any such Ramp-Up Collateral Interest to the Issuer shall be inclusive of all rights and obligations from the related Transfer Date forward, with respect to each such Ramp-Up Collateral Interest; provided, however, it expressly excludes any conveyance of any Retained Interest which shall remain the property of the Seller and shall not be conveyed to the Issuer hereunder. The purchase price with respect to such Ramp-Up Collateral Interest shall be determined by the Collateral Manager or the Advisory Committee, as applicable, as set forth in the related Subsequent Transfer Instrument.

(f)(f) The sale to the Issuer of any Delayed Close Collateral Interest or any Subsequent Collateral Interest identified on the schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Seller and the Issuer to constitute and to be treated as an absolute sale of such Collateral Interest by the Seller to the Issuer, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Issuer and such Collateral Interest shall not be part of the Seller’s estate in the event of the insolvency or bankruptcy of the Seller. Each schedule attached to a Subsequent Transfer Instrument pursuant to a sale of such Collateral Interests is hereby incorporated and made a part of this Agreement.

(g)(g) Within 45 days after the Transfer Date (or, in the case of any Subsequent Collateral Interest, within 45 days of the applicable Transfer Date) with respect to each Serviced Loan, the Seller shall, or shall at the expense of the Seller cause a third-party vendor to: (i) complete (to the extent necessary) and submit for recording (in favor of the Issuer) in the appropriate public recording office (A) each Assignment of Mortgage referred to in clause (i)(6) of the definition of “Collateral Interest File” in the Indenture which has not yet been submitted for recording and (B) each assignment of Assignment of Leases, Rents and Profits referred to in clause (i)(10) of the definition of “Collateral Interest File” in the Indenture (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation, provided, however, that in connection with a Servicing Shift Loan, instruments of assignment may be in blank and need not be recorded until the earlier of (a) the related Servicing Shift Date, (b) 180 days following (1) the Closing Date, in the case of any Cut-off Date Collateral Interest, or (2) the applicable Transfer Date, in the case of any Subsequent Collateral Interest, and (c) the date such Servicing Shift Loan becomes a Specially Serviced Loan (

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as defined in the Servicing Agreement); and (ii) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (i)(12) of the definition of “Collateral Interest File” in the Indenture which has not yet been submitted for filing or recording. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Issuer (or any subsequent owner of the affected Collateral Interest, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Seller’s expense. In the event that the Seller receives the original recorded or filed copy, the Seller shall, or shall cause a third-party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian, with evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or assignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Issuer (or the Custodian) of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or assignment of Assignment of Leases, Rents and Profits.

3.Conditions. The obligations of the parties under this Agreement are subject to satisfaction of the following conditions:

(a)the representations and warranties contained herein shall be accurate and complete (i) as of the Closing Date, except as set forth in the Exception Schedule, with respect to the Cut-off Date Collateral Interests, and (ii) as of the applicable Transfer Date, except as set forth in the related Subsequent Transfer Instrument, with respect to any Subsequent Collateral Interests or Delayed Close Collateral Interest;

(b)on the Closing Date and on each Transfer Date, as applicable, counsel for the Issuer shall have been furnished with all such documents, certificates and opinions as such counsel may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Seller Parties, the performance of any of the Collateral Interests of the Seller hereunder or the fulfillment of any of the conditions herein contained;

(c)with respect to any Subsequent Collateral Interests or Delayed Close Collateral Interests, such Collateral Interests shall, collectively and individually (as applicable, after giving effect to the sale and assignment of such Collateral Interests to the Issuer) be acquired in accordance with the applicable provisions of the Indenture and the purchase price therefor shall be paid to the Seller; and

(d)with respect to the Cut-off Date Collateral Interests, the issuance of the Notes and receipt by the Issuer of full payment therefor.

4.Covenants, Representations and Warranties.

(a)Each party to this Agreement hereby represents and warrants to the other party that (i) it is duly organized or incorporated, as the case may be, and validly existing as an entity

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under the laws of the jurisdiction in which it is incorporated or organized, (ii) it has the requisite power and authority to enter into and perform this Agreement, and (iii) this Agreement has been duly authorized by all necessary action, has been duly executed by one or more duly authorized officers or directors and is the valid and binding agreement of such party enforceable against such party in accordance with its terms.

(b)The Seller further represents and warrants to the Issuer (1) with respect to the Cut-off Date Collateral Interests as of the Closing Date and (2) with respect to any Collateral Interests acquired pursuant to a Subsequent Transfer Instrument, as of the related Transfer Date, that:

(i)(A) immediately prior to the sale of the Collateral Interests to the Issuer, the Seller shall own the Collateral Interests and shall have good and marketable title thereto, free and clear of any pledge, lien, security interest, charge, claim, equity, or encumbrance of any kind, and, (B) upon the delivery or transfer of the Collateral Interests to the Issuer as contemplated herein, the Issuer shall receive good and marketable title to the Collateral Interests, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind;

(ii)the Seller acquired its ownership in the Collateral Interests in good faith without notice of any adverse claim, and upon the delivery or transfer of the Collateral Interests to the Issuer as contemplated herein, the Issuer shall acquire ownership in the Collateral Interests in good faith without notice of any adverse claim;

(iii)the Seller has not assigned, pledged or otherwise encumbered any interest in the Collateral Interests (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released);

(iv)none of the execution, delivery or performance by the Seller of this Agreement shall (x) conflict with, result in any breach of or constitute a default (or an event which, with the giving of notice or passage of time, or both, would constitute a default) under, any term or provision of the organizational documents of the Seller, or any material indenture, agreement, order, decree or other material instrument to which the Seller is party or by which the Seller is bound which materially adversely affects the Seller’s ability to perform its obligations hereunder or (y) violate any provision of any law, rule or regulation applicable to the Seller of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties which has a material adverse effect on the Seller’s ability to perform its obligations hereunder;

(v)no consent, license, approval or authorization from, or registration or qualification with, any governmental body, agency or authority, nor any consent, approval, waiver or notification of any creditor or lessor is required in connection with the execution, delivery and performance by the Seller of this Agreement the failure of which to obtain would have a material adverse effect on the Seller’s ability to perform its obligations hereunder, except such as have been obtained and are in full force and effect;

(vi)it has adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; it is generally able to pay, and as of the date hereof is paying, its debts as they come due; it has not become or is not presently, financially insolvent nor will it be made insolvent by virtue of its execution of or performance under any of the provisions of this Agreement within the meaning of the bankruptcy laws or the insolvency laws of any jurisdiction; it has not entered into this Agreement or the transactions effectuated hereby in contemplation of insolvency or with intent to hinder, delay or defraud any creditor;

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(vii)no proceedings are pending or, to its knowledge, threatened against it before any federal, state or other governmental agency, authority, administrative or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which, singularly or in the aggregate, could materially and adversely affect the ability of the Seller to perform any of its obligations under this Agreement; and

(viii)the consideration received by it upon the sale of the Collateral Interests owned by it constitutes fair consideration and reasonably equivalent value for such Collateral Interests.

(c)The Seller further represents and warrants to the Issuer (1) with respect to the Cut-off Date Collateral Interests as of the Closing Date and (2) with respect to any Collateral Interests acquired pursuant to a Subsequent Transfer Instrument, as of the related Transfer Date, that:

(i)the Loan Documents with respect to each Collateral Interest do not prohibit the Issuer from granting a security interest in and assigning and pledging such Collateral Interest to the Trustee;

(ii)none of the Collateral Interests will cause the Issuer to have payments subject to foreign or United States withholding tax;

(iii)the transfer of the Collateral Interests will be reflected on the Seller’s balance sheet and other financial statements as a sale and/or contribution of the Collateral Interests to the Issuer and not as a financing;

(iv)with respect to each Cut-off Date Collateral Interest, except as set forth in the Exception Schedule, and with respect to each Delayed Close Collateral Interest and each Subsequent Collateral Interest, except as set forth in the applicable Subsequent Transfer Instrument, the representations and warranties set forth in Exhibit B are true and correct in all material respects; and

(v)the Seller has delivered to the Issuer or its designee documents required to be delivered with respect to each Collateral Interest pursuant to Section 3.3(e) of the Indenture. With respect to any such documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the Seller in time to permit their delivery hereunder, the Seller shall deliver such original recorded documents to the Issuer or its designee promptly when received by the Seller from the applicable recording office.

(d)[Reserved].

(e)The Seller shall, not later than ninety (90) days from discovery by the Seller or receipt of written notice from any party to the Indenture of (i) its breach of a representation or a warranty pursuant to this Agreement that materially and adversely affects the value of a Collateral Interest or the interests of the Noteholders (a “Material Breach”), or (ii) any Material Document Defect relating to any Collateral Interest, (1) cure such Material Breach or Material Document Defect, provided that, if such Material Breach or Material Document Defect cannot be cured within such 90-day period, the Seller shall, not later than the end of such 90-day period, either (A) repurchase the affected Collateral Interest at the Par Purchase Price or (B) with the consent of the Collateral Manager and subject to the satisfaction of the Acquisition Criteria and the Acquisition and Disposition Requirements, substitute the affected Collateral Interest for either (I) a Collateral Interest owned by the Seller that satisfies the Eligibility Criteria (such Collateral Interest, a “Substitute Collateral Interest”) or (II) a combination of a Substitute Collateral Interest and cash; provided that the sum of (1) the Principal Balance of such Substitute

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Collateral Interest plus all accrued and unpaid interest thereon plus (2) the cash amount (if any) to be paid to the Issuer in connection with such substitution, is equal to or greater than the Par Purchase Price; provided, further, however, that if the Seller certifies to the Issuer and the Trustee in writing that (x) any such Material Breach or Material Document Defect, as the case may be, is capable of being cured in all material respects but not within the initial 90-day period and (y) the Seller has commenced and is diligently proceeding with the cure of such Material Breach or Material Document Defect, as the case may be, then the Seller shall have an additional 90-day period to complete such cure or, failing such, to repurchase or substitute the affected Collateral Interest (or the related Mortgaged Property); and provided, further, that, if any such Material Document Defect is still not cured in all material respects after the initial 90-day period and any such additional 90-day period solely due to the failure of the Seller to have received the recorded or filed document, then the Seller shall be entitled to continue to defer its cure, repurchase and substitution obligations in respect of such Material Document Defect until eighteen (18) months after the beginning of the initial 90-day period for so long as the Seller certifies to the Trustee every thirty (30) days thereafter that such Material Document Defect is still in effect solely because of its failure to have received the recorded or filed document and that the Seller is diligently pursuing the cure of such Material Document Defect (specifying the actions being taken), or (2) make a cash payment to the Issuer in an amount that the Collateral Manager on behalf of the Issuer determines is sufficient to compensate the Issuer for such Material Breach or Material Document Defect (such payment, a “Loss Value Payment”), which Loss Value Payment will be deemed to cure such Material Breach or Material Document Defect. In addition, with respect to any Combined Loan or a Partitioned Collateral Interest in a Combined Loan, if the Mortgage Loan portion thereof is repaid in full, but the Mezzanine Loan portion of the Combined Loan remains outstanding (a “Combined Loan Repurchase Event”), the Seller shall, either (A) repurchase the affected Collateral Interest at the Par Purchase Price or (B) with the consent of the Collateral Manager and subject to the satisfaction of the Acquisition Criteria and the Acquisition and Disposition Requirements, substitute the affected Collateral Interest for either (I) a Substitute Collateral Interest or (II) a combination of a Substitute Collateral Interest and cash; provided that with respect to any affected Collateral Interest, the sum of (1) the Principal Balance of such Substitute Collateral Interest plus all accrued and unpaid interest thereon plus (2) the cash amount (if any) to be paid to the Issuer in connection with such substitution, is equal to or greater than the Par Purchase Price. Such repurchase, substitution, cure or Loss Value Payment obligation by the Seller and INCREF Investments’ guarantee of such obligations pursuant to Section 13 shall be the Issuer’s sole remedy for any Material Breach, Material Document Defect or Combined Loan Repurchase Event pursuant to this Agreement with respect to any Collateral Interest sold to the Issuer by the Seller.

If (x) a Collateral Interest is to be repurchased as described in the immediately preceding paragraph (a “Defective Collateral Interest”), (y) the related Loan with respect to such Defective Collateral Interest is cross-collateralized and cross-defaulted with another Loan related to a Collateral Interest owned by the Issuer (each, a “Crossed Loan”) and (z) the applicable Document Defect or breach does not constitute a Material Document Defect or Material Breach as to the other Crossed Loan(s) that are a part of such cross-collateralized group (the “Other Crossed Loans”) (that is, without regard to the provisions of this paragraph), then the applicable Document Defect or breach (as the case may be) shall be deemed to constitute a Material Document Defect or Material Breach, as applicable, as to each such Other Crossed Loan for purposes of the immediately preceding paragraph, and the Seller shall be obligated to repurchase or substitute each such Other Crossed Loan in accordance with the provisions of the immediately preceding paragraph unless the related Borrower satisfies the conditions in the related Loan Documents for the uncrossing of the related Loans.

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(f)Each Seller Party hereby acknowledges and consents to the collateral assignment by the Issuer of this Agreement and all right, title and interest thereto to the Trustee, for the benefit of the Secured Parties, as required in Sections 15.1(f)(i) and (ii) of the Indenture.

(g)The Seller hereby covenants and agrees that it shall perform any provisions of the Indenture made expressly applicable to the Seller by the Indenture, as required by Section 15.1(f)(i) of the Indenture.

(h)Each Seller Party hereby covenants and agrees that all of the representations, covenants and agreements made by or otherwise entered into by it in this Agreement shall also be for the benefit of the Secured Parties, as required by Section 15.1(f)(ii) of the Indenture and agrees that enforcement of any rights hereunder by the Trustee, the Note Administrator, the Servicer, or the Special Servicer, as the case may be, shall have the same force and effect as if the right or remedy had been enforced or executed by the Issuer but that such rights and remedies shall not be any greater than the rights and remedies of the Issuer under Section 4(e) above.

(i)On or prior to the Closing Date or each Transfer Date, as applicable, the Seller shall deliver the Loan Documents to the Issuer or, at the direction of the Issuer, to the Custodian, with respect to each Collateral Interest sold to the Issuer hereunder. The Seller hereby covenants and agrees, as required by Section 15.1(f)(iii) of the Indenture, that it shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments delivered or required to be delivered to the Issuer by each party pursuant to this Agreement.

(j)Each Seller Party hereby covenants and agrees, as required by Section 15.1(f)(iv) of the Indenture, that it shall not enter into any agreement amending, modifying or terminating this Agreement (other than in respect of an amendment or modification to cure any inconsistency, ambiguity or manifest error, in each case, so long as such amendment or modification does not affect in any material respects the interests of any Secured Party), without notifying the Rating Agencies through the 17g-5 Website as set forth in the Indenture.

(k)INCREF Sub-REIT and the Issuer hereby covenant, that at all times (1) INCREF Sub-REIT will qualify as a REIT for federal income tax purposes and the Issuer will qualify as a Qualified REIT Subsidiary or other disregarded entity of INCREF Sub-REIT for federal income tax purposes, or (2) based on an Opinion of Counsel, the Issuer will be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT other than INCREF Sub-REIT.

(l)Except for the agreed-upon procedures report obtained from the accounting firm engaged to provide procedures involving a comparison of information in loan files for the Collateral Interests to information on a data tape relating to the Collateral Interests (the “Accountants’ Due Diligence Report”), the Seller Parties have not obtained (and, through and including the Closing Date, will not obtain) any “third party due diligence report” (as defined in Rule 15Ga-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in connection with the transactions contemplated herein and the Offering Memorandum and, except for the accountants with respect to the Accountants’ Due Diligence Report, the Seller has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act in connection with the transactions contemplated herein and in the Offering Memorandum. The Placement Agents are third-party beneficiaries of the provisions set forth in this Section 4(l).

(m)The Issuer (A) prepared or caused to be prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Report and meeting all other requirements of that Form 15G, Rule 15Ga-2 under the Exchange Act, any other rules and regulations of the Securities and Exchange Commission

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and the Exchange Act; (B) provided a copy of the final draft of the Form 15G to the Placement Agents at least six (6) business days before the first sale of any Offered Notes; and (C) furnished each such Form 15G to the Securities and Exchange Commission on EDGAR at least five (5) business days before the first sale of any Offered Notes as required by Rule 15Ga-2 under the Exchange Act.

(n)The Issuer agrees that the transfer to the Issuer of the Collateral Interests shall be reflected on the Issuer’s balance sheet and other financial statements as the purchase and/or acquisition of such Collateral Interests by the Issuer from the Seller and not as a loan to the Issuer from the Seller. The Seller is not selling the Collateral Interests and the Issuer is not selling the Offered Notes with any intent to hinder, delay or defraud any of the creditors of the Issuer.

(o) Each of the Seller and the Issuer acknowledges and agrees that (i) a Repurchase Request Recipient under the Servicing Agreement will not, in connection with providing the Seller or the Issuer with any 15Ga-1 Notice under Servicing Agreement, be required to deliver any attorney-client privileged communication or any information protected by the attorney work product doctrine, (ii) any 15Ga-1 Notice delivered to the Seller or the Issuer under the Servicing Agreement will be provided only to assist the Seller and the Issuer or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act and any other requirement of law or regulation, (iii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided to the Seller or the Issuer pursuant to Section 3.19 of the Servicing Agreement by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to this Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.

5.Sale. It is the intention of the parties hereto that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Interests from the Seller to the Issuer and the beneficial interest in and title to the Collateral Interests shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a sale (for non-tax purposes), this Agreement shall constitute a security agreement under applicable law, and, in such event, the Seller shall be deemed to have granted, and the Seller hereby grants, to the Issuer a security interest in the Collateral Interests and all payments thereon or with respect thereto, in each case, other than the Retained Interest, if any, for the benefit of the Secured Parties and its assignees as security for the Seller’s obligations hereunder and the Seller consents to the pledge of the Collateral Interests to the Trustee.

6.Non-Petition. Each Seller Party agrees not to institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings or other proceedings under U.S. federal or state bankruptcy or similar laws in any jurisdiction until at least one year and one day or, if longer, the applicable preference period then in effect and one day after the payment in full of all Notes issued under the Indenture. This Section 6 shall survive the termination of this Agreement for any reason whatsoever.

7.Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement by the parties hereto and satisfaction of the Rating Agency Condition; provided that entering into a Subsequent Transfer Instrument will not constitute an amendment requiring satisfaction of the Rating Agency Condition; and provided, further, that this Agreement may be amended upon the mutual agreement of the Issuer, Seller, INCREF Sub-REIT and INCREF Investments, and in connection

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therewith, the Rating Agency Condition need not be satisfied, (i) to cure any ambiguity, (ii) to correct or supplement any provision herein which may be inconsistent with any other provision herein or in the Offering Memorandum, (iii) to add any other provisions with respect to matters or questions arising under this Agreement or (iv) for any other purpose provided, that such action shall not adversely affect in any material respect the interests of any Noteholder without the consent of such Noteholder.

8.Communications. Except as may be otherwise agreed between the parties, all communications hereunder shall be made in writing to the relevant party by personal delivery or by courier or first-class registered mail, or the closest local equivalent thereto, or by electronic facsimile transmission as follows:

To the Seller:

INCREF CLO Seller LLC

c/o Invesco Real Estate
2300 N. Field Street, Suite 1200
Dallas, Texas 75201
Attention: Susan Mitchell
Email: Susan.Mitchell2@Invesco.com

and a copy to:

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: Steven Kolyer

To INCREF Sub-REIT:

INCREF Sub-REIT LLC

c/o Invesco Real Estate
2300 N. Field Street, Suite 1200
Dallas, Texas 75201
Attention: Susan Mitchell
Email: Susan.Mitchell2@Invesco.com

with a copy to:

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: Steven Kolyer

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To INCREF Investments:

Invesco Commercial Real Estate Finance Investments, LP

c/o Invesco Real Estate
2300 N. Field Street, Suite 1200
Dallas, Texas 75201
Attention: Susan Mitchell
Email: Susan.Mitchell2@Invesco.com

with a copy to:

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: Steven Kolyer

To the Issuer:

INCREF 2025-FL1 LLC

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

Attention: Donald J. Puglisi

with a copy to the Seller (as addressed above);

or to such other address, telephone number, email address or facsimile number as either party may notify to the other in accordance with the terms hereof from time to time. Any communications hereunder shall be effective upon receipt.

9.Governing Law and Consent to Jurisdiction.

(a)THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b)The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court hearing appeals from the Courts mentioned above, in any action, suit or proceeding brought against it and to or in connection with this Agreement or the transaction contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other

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manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in any inconvenient forum, that the venue of the suit, action or proceeding is improper or that the subject matter thereof may not be litigated in or by such courts.

(c)To the extent permitted by applicable law, the parties hereto shall not seek and hereby waive the right to any review of the judgment of any such court by any court of any other nation or jurisdiction which may be called upon to grant an enforcement of such judgment.

(d)The Issuer irrevocably appoints The Corporation Trust Company, as its agent for service of process in New York in respect of any such suit, action or proceeding. The Issuer agrees that service of such process upon such agent shall constitute personal service of such process upon it.

(e)Each Seller Party irrevocably consents to the service of any and all process in any action or proceeding by the mailing by certified mail, return receipt requested, or delivery requiring proof of delivery of copies of such process to it at the address set forth in Section 8.

10.Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement shall be valid, binding and enforceable against a party (and any respective successors and permitted assigns thereof) when executed and delivered by an authorized individual on behalf of such party by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any other electronic signature permitted by the U.S. Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signature law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case, to the extent applicable; provided that original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity and legal effect as an original manual signature, and shall be equally admissible for evidentiary purposes. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by electronic transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

11.Limited Recourse Agreement. All obligations of the Issuer arising hereunder or in connection herewith are limited in recourse to the Collateral and to the extent the proceeds of the Collateral, when applied in accordance with the Priority of Payments, are insufficient to meet the obligations of the Issuer hereunder in full, the Issuer shall have no further liability in respect of any such outstanding obligations and any obligations of, and all remaining claims against, the Issuer, arising hereunder or in connection herewith, shall be extinguished and shall not thereafter revive. The obligations of the Issuer hereunder or in connection herewith will be solely the corporate obligations of the Issuer and the Seller Parties will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby or in connection herewith. This Section 11 shall survive the termination of this Agreement for any reason whatsoever.

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12.Assignment and Assumption. With respect to the Collateral Interests that are subject to a Partition Agreement, the parties hereto intend that the provisions of this Section 12 serve as an assignment and assumption agreement between the Seller, as the assignor, and the Issuer, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Issuer all right, title and interest of the Seller in, to and arising out of the related Participation Agreement and the Issuer hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of the Seller with respect to the related Participation Agreement from and after the Closing Date (or, with respect to any Collateral Interest acquired pursuant to a Subsequent Transfer Instrument, from and after the related Transfer Date). In addition, the Issuer acknowledges that each of such Collateral Interests will be serviced by, and agrees to be bound by, the terms of the applicable Servicing Agreement (as defined in the related Participation Agreement).

13.Guarantee by INCREF Investments.

(a)INCREF Investments hereby unconditionally and irrevocably guarantees to the Issuer the due and punctual payment of all sums due by, and the performance of all obligations of, the Seller under Section 4(e) of this Agreement, as and when the same shall become due and payable (after giving effect to any applicable grace period) according to the terms hereof. In the case of the failure of the Seller to make any such payment or perform such obligation as and when due, INCREF Investments hereby agrees to make such payment or cause such payment or perform such obligation to be made or such obligation to be performed, promptly upon written demand by the Issuer to INCREF Investments, but any delay in providing such notice shall not under any circumstances reduce the liability of INCREF Investments or operate as a waiver of Issuer’s right to demand payment or performance.

(b)This guarantee shall be a guaranty of payment and performance, and the obligations of INCREF Investments under this guarantee shall be continuing, absolute and unconditional. INCREF Investments waives any and all defenses it may have arising out of: (i) the validity or enforceability of this Agreement; (ii) the absence of any action to enforce the same; (iii) the rendering of any judgment against the Seller or any action to enforce the same; (iv) any waiver or consent by the Issuer or any amendment or other modification to this Agreement; (v) any defense to payment hereunder based upon suretyship defenses; (vi) the bankruptcy or insolvency of the Seller, (vii) any defense based on (1) the entity status of the Seller, (2) the power and authority of the Seller to enter into this Agreement and to perform its obligations hereunder or (3) the legality, validity and enforceability of the Seller’s obligation under this Agreement, or (viii) any other defense, circumstances or limitation of any nature whatsoever that would constitute a legal or equitable discharge of a guarantor or other third-party obligor. This guarantee shall continue to remain in full force and effect in accordance with its terms notwithstanding the renewal, extension, modification, or waiver, in whole or in part, of any of Seller’s obligations under this Agreement or the Indenture that are subject to this guarantee.

(c)INCREF Investments waives (i) diligence, presentment, demand for payment, protest and notice of nonpayment or dishonor and all other notices and demands relating to this Agreement and (ii) any requirement that the Issuer proceed first against the Seller under this Agreement or otherwise exhaust any right, power or remedy under this Agreement before proceeding hereunder.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

INCREF CLO SELLER LLC

By:    /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

INCREF 2025-FL1: Collateral Interest Purchase Agreement

INCREF 2025-FL1 LLC, as Issuer

By:    /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

INCREF 2025-FL1: Collateral Interest Purchase Agreement

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP

By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner

By:    /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

INCREF 2025-FL1: Collateral Interest Purchase Agreement

Agreed and Acknowledged, solely as to
Section 4(k), by:

INCREF SUB-REIT LLC

By:    /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

INCREF 2025-FL1: Collateral Interest Purchase Agreement

EXHIBIT A

COLLATERAL INTEREST SCHEDULE

CLOSING DATE COLLATERAL INTERESTS


Collateral Interest Name	Collateral Interest Type	Principal Balance as of the Closing Date
99th Avenue	Pari Passu Participation	$95,975,865
Cass White Logistics Center	Pari Passu Participation	$66,694,444
Washington Highway Logistics Center	Pari Passu Participation	$27,329,692
Towne Centre Drive	Pari Passu Participation	$36,792,533
AirParc Heights	Pari Passu Participation	$36,060,617
Canyon Commerce Center-Building C	Pari Passu Participation	$32,134,637
7400 Hazard	Pari Passu Participation	$29,466,170
2200 Sullivan	Pari Passu Participation	$20,568,140
Westinghouse 35	Pari Passu Participation	$14,977,903
Stoltz East Coast Portfolio II	Pari Passu Participation	$122,462,997
13th and Olive	Pari Passu Participation	$34,835,793
Cottages at San Marcos	Pari Passu Participation	$24,583,227
The Wilde	Pari Passu Participation	$21,002,838
21 Oaks	Pari Passu Participation	$13,718,386
Arches on the Lake	Pari Passu Participation	$12,474,049
The Oliver	Pari Passu Participation	$12,410,768
Enclave 425	Pari Passu Participation	$10,974,938
Knoxville Two-Pack	Pari Passu Participation	$80,500,000
NYC Townhouse Facility 1.0 Portfolio	Pari Passu Participation	$76,865,284
South Bay Multifamily Portfolio	Pari Passu Participation	$61,422,317
22-22 Jackson Combined Loan	Combined Pari Passu Participation	$61,397,000
Alexan Memorial	Pari Passu Participation	$61,000,000
Osprey Apartments	Pari Passu Participation	$59,482,975
Stoltz East Coast Portfolio I	Whole Loan	$47,881,000
ViveLA Portfolio I	Pari Passu Participation	$41,535,000
Tralee Village	Pari Passu Participation	$30,652,754
Brooklyn 9-Pack Combined Loan	Loan Combination	$22,500,000
ViveLA Portfolio II	Pari Passu Participation	$20,360,000

LIST OF DELAYED CLOSE COLLATERAL INTERESTS


Collateral Interest Name	Collateral Interest Type	Expected Principal Balance
N/A	N/A	N/A

A-1

EXHIBIT B

COLLATERAL INTEREST REPRESENTATIONS AND WARRANTIES

(1)Whole Loan; Fully Funded Participation; Ownership of Collateral Interests. Each Collateral Interest is either a whole loan or a fully funded participation interest in a whole loan. Each Participation is a fully funded senior, pari passu or senior pari passu participation interest (with no existing more-senior participation interest) in a Loan. At the time of the sale, transfer and assignment to the Issuer, no Mortgage Note, Mortgage or Participation was subject to any assignment (other than assignments to the Seller), participation (other than with respect to a Participation) or pledge, and the Seller had good title to, and was the sole owner of, each Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to a Participation), any other ownership interests on, in or to such Loan other than any servicing rights appointment or similar agreement. The Seller has full right and authority to sell, assign and transfer each Loan, and the assignment to the Issuer constitutes a legal, valid and binding assignment of such Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Loan.

(2)Collateral Interest Schedule. The information pertaining to each Collateral Interest which is set forth in the Cut-Off Date Collateral Interest schedule attached as Exhibit A to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Offering Memorandum to be contained herein.

B. Representations and Warranties Concerning Mortgage Loans. With respect to each Mortgage Loan:

(1)Whole Loan. Each Mortgage Loan is a whole loan and not a participation interest in a loan.

(2)Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one action, or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including,

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without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.

(3)Mortgage Provisions. The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

(4)Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Collateral Interest File or as otherwise provided in the related Loan Documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, Participation Agreement and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect that could be reasonably expected to have a material adverse effect on such Mortgage Loan; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Borrower nor the related guarantor nor the related participating institution has been released from its material obligations under the Mortgage Loan or Participation, if applicable. With respect to each Mortgage Loan, except as contained in a written document included in the Collateral Interest File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Seller on or after the Cut-off Date.

(5)Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits to the Issuer constitutes a legal, valid and binding assignment to the Issuer. Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable without the consent of the related Borrower. Each related Mortgage is a legal, valid and enforceable first lien on the related Borrower’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or Allocated Loan Amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth in Schedule 1(a) to this Exhibit B (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.

B-2

(6)Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the Allocated Loan Amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy or appearing of record; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and cross-defaulted with another Mortgage Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for another Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.

(7)Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing). Other than any Mezzanine Loan that is part of a Combined Loan, the Seller has no knowledge of any mezzanine debt secured directly by interests in the related Borrower, except as set forth in Schedule 1(b) to this Exhibit B.

(8)Assignment of Leases, Rents and Profits. There exists as part of the related Collateral Interest File an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, Rents and Profits,

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subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

(9)UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Borrower and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

(10)Condition of Property. The Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

(11)Taxes and Assessments. All real estate taxes, governmental assessments and other similar outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

(12)Condemnation. As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Seller’s knowledge as of the date of

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origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

(13)Actions Concerning Mortgage Loan. To the Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 6), an engineering report or property condition assessment as described in paragraph 10, applicable local law compliance materials as described in paragraph 24, reasonable and customary bankruptcy, civil records, UCC-1, and judgment searches of the Borrowers and guarantors, and the ESA (as defined in paragraph 40), on and as of the date of origination and as of the Cut-off Date, there was no pending or filed action, suit or proceeding, involving any Borrower, guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the Mortgaged Property.

(14)Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Seller to the Issuer or its servicer.

(15)No Holdbacks. The Principal Balance as of the Cut-off Date of the Collateral Interest as set forth on Exhibit A to this Agreement has been fully disbursed as of the Cut-off Date and there is no requirement for future advances thereunder except in those cases where (A) the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations determined by the Seller to merit such holdback or (B) the Collateral Interest is a Participation in which a Future Funding Participation evidences a future funding obligation.

(16)Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “A-:VII” from A.M. Best Company, (ii) at least “A3” (or the equivalent) from Moody’s or (iii) at least “A-” from S&P (collectively, the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which

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(subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower is required to maintain insurance in an amount that is at least equal to the lesser of (1) the outstanding principal balance of the Mortgage Loan and (2) the maximum amount of such insurance available under the National Flood Insurance Program plus additional amounts as required by lender.

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Borrower is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms.

The Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” by S&P, in an amount not less than 100% of the SEL or PML, as applicable.

The Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the reduction of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

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All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee. Each related Mortgage Loan obligates the related Borrower to maintain all such insurance and, at such Borrower’s failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Seller.

(17)Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created or the non-recourse carveout guarantor under the Mortgage Loan has indemnified the mortgagee for any loss suffered in connection therewith.

(18)No Encroachments. To the Seller’s knowledge based solely on surveys obtained in connection with origination (which may have been a previously existing “as built” survey) and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No material improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements have been obtained under the Title Policy.

(19)No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by the Seller.

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(20)[Intentionally left blank.]

(21)Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charges, exit fees, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(22)Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date and as of each date that the Seller held the Mortgage Note, the Seller was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Issuer.

(23)Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.

(24)Local Law Compliance. To the Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial, multi-family and manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively, “Zoning Regulations”) other than those which (i) constitute a legal non-conforming use or structure, as to which the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. The terms of the Loan Documents require the Borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.

(25)Licenses and Permits. Each Borrower covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial, multi-family and manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

(26)Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan is non-recourse to the related parties thereto except that (a) the related

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Borrower and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Borrower and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an Event of Default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the Mortgaged Property (except, in certain cases, to the extent sufficient rents are not available from the Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law.

(27)Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment of not less than a specified percentage at least equal to the lesser of (i) 110% of the related Allocated Loan Amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (d) as required pursuant to an order of condemnation.

(28)Financial Reporting and Rent Rolls. The Loan Documents for each Mortgage Loan require the Borrower to provide the owner or holder of the Mortgage with quarterly or monthly (other than for single-tenant properties) and annual operating statements, and quarterly or monthly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Borrower are in the form of an annual combined balance sheet of the Borrower entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.

(29)Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and further amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents generally only require that the related Borrower take commercially reasonable efforts to obtain insurance against damage resulting from acts of terrorism and other acts of sabotage unless lack of such insurance will result in a downgrade of the ratings of the related Mortgage Loan. With

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respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated in Schedule 1(a); provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Borrower under each Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

(30)Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the Principal Balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers that do not result in a change of Control of the related Borrower or transfers of passive interests so long as the guarantor retains Control, (iv) transfers to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equity holder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraph (27) herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt, in each case as set forth in Schedule 1(b) or Schedule 1(c), respectively, to this Exhibit B or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth in Schedule 1(d) to this Exhibit B or (iv) Permitted Encumbrances. For purposes of the foregoing representation, “Control” means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise.

(31)Single-Purpose Entity. Each Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Borrower with respect to each Mortgage Loan with a Principal Balance as of the Cut-off Date in excess of $5 million provide that the Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Principal Balance as of the Cut-off Date of $20 million or more has a counsel’s opinion

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regarding non-consolidation of the Borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Principal Balance as of the Cut-off Date equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(32)[Intentionally left blank].

(33)Floating Interest Rates. Each Mortgage Loan bears interest at a floating rate of interest that is based on Term SOFR (or another generally acceptable floating rate index or successor benchmark rate) plus a margin (which interest rate may be subject to a minimum or “floor” rate).

(34)Ground Leases. For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor or sub ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that:

(a)The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage;

(b)The lessor under such Ground Lease has agreed in a writing included in the related Collateral Interest File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or cancelled or terminated by agreement of lessor and lessee, without the prior written consent of the lender (except termination or cancellation if (i) notice of a default under the Ground Lease is provided to lender and (ii) such default is curable by lender as provided in the

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Ground Lease but remains uncured beyond the applicable cure period), and no such consent has been granted by the Seller since the origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Collateral Interest File;

(c)The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d)The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

(e)The Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;

(f)The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g)The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;

(h)A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i)The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Seller in connection with loans originated for securitization;

(j)Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of

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the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k)In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l)Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

(35)Servicing. The servicing and collection practices used by the Seller with respect to the Mortgage Loan have been, in all material respects, legal and have met customary industry standards for servicing of similar commercial loans.

(36)Origination and Underwriting. The origination practices of the Seller (or the related originator if the Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Agreement.

(37)No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Seller in Schedule 1(a) to this Exhibit B. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.

(38)Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s knowledge as of the Cut-off Date, no Borrower, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

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(39)Organization of Borrower. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower. An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.

(40)Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements was conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Borrower and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.

(41)Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within six months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged

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Property or the Borrower or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.

(42)Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is not held by the Issuer.

(43)Advance of Funds by the Seller. After origination, no advance of funds has been made by the Seller to the related Borrower other than in accordance with the Loan Documents, and, to the Seller’s knowledge, no funds have been received from any person other than the related Borrower or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither the Seller nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under a Mortgage Loan, other than contributions made on or prior to the date hereof.

(44)Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA PATRIOT Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.

C. Representations and Warranties Concerning Mezzanine Loans. With respect to each Mezzanine Loan:

(1)Whole Loan. Each Mezzanine Loan is a whole loan and not a participation interest in a loan.

(2)Loan Document Status. Each related mezzanine note, pledge agreement, guaranty and any other agreement executed by or on behalf of the related mezzanine Borrower, guarantor or other obligor in connection with such Mezzanine Loan is the legal, valid and binding obligation of the related mezzanine Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one action, or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except the Standard Qualifications.

Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related mezzanine Borrower with respect to any of the related note or other Mezzanine Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mezzanine Loan, that would deny the mezzanine lender the principal benefits intended to be provided by the note or other Mezzanine Loan documents.

(3)Pledged Equity. The Mezzanine Loan is secured by a pledge of 100% of the direct or indirect equity interests the entity or entities that own the related Mortgaged Property or Mortgaged Properties.

(4)Pledge Provisions. The Mezzanine Loan documents for each Mezzanine Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the pledged equity interests of the principal benefits of the

B-15

security intended to be provided thereby, including realization by UCC foreclosure subject to the limitations set forth in the Standard Qualifications.

(5)Loan Document Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related loan file or as otherwise provided in the related Mezzanine Loan documents (a) the material terms of the related Mezzanine Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect that could be reasonably expected to have a material adverse effect on such Mezzanine Loan; (b) no pledged equity has been released from the lien of the related pledge agreement in any manner which materially interferes with the security intended to be provided by such pledge agreement; and (c) neither the related mezzanine Borrower nor the related guarantor has been released from its material obligations under the Mezzanine Loan. With respect to each Mezzanine Loan, except as contained in a written document included in the loan file, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mezzanine Loan consented to by Seller on or after the Cut-off Date.

(6)Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mezzanine Loan and agreements executed in connection therewith to the Issuer constitutes a legal, valid and binding assignment to the Issuer. Each Mezzanine Loan is freely assignable without the consent of the related Borrower. The pledge of the collateral for the Mezzanine Loan creates a legal, valid and enforceable first priority security interest in such collateral, except as the enforcement thereof may be limited by the Standard Qualifications. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements is required in order to effect such perfection.

(7)UCC 9 Policies. If the Seller’s security interest in the Mezzanine Loan is covered by a UCC 9 insurance policy, with respect to the “UCC 9” policy relating to the Mezzanine Loan: (i) such policy is assignable by the Seller to the Issuer, (ii) such policy is in full force and effect, (iii) all premiums thereon have been paid, (iv) no claims have been made by or on behalf of the Seller thereunder, and (v) no claims have been paid thereunder.

(8)Cross-Defaults. An event of default under the related Mortgage Loan will constitute an event of default with respect to the related Mezzanine Loan.

(9)Payment Procedure. If a cash management agreement is in place with respect to the Mortgage Loan and Mezzanine Loan, except following the occurrence and during the occurrence of a Mortgage Loan event of default, any funds remaining in the related lockbox account for the Mortgage Loan after payment of all amounts due under the Loan Documents are required to be distributed to the holder of the Mezzanine Loan and distributed by the holder or the servicer of the Mortgage Loan, to the holder of the Mezzanine Loan in accordance with the Mezzanine Loan documents.

(10)Insurance Proceeds. The Mezzanine Loan documents require that all insurance policies procured by the Mortgage Loan borrower with respect to the property under the related Loan Documents name the mezzanine lender, the related mezzanine Borrower and their respective successors and assigns as the insured or additional insured, as their respective interests may appear.

(11)Actions Concerning Mezzanine Loan. To the Seller’s knowledge, based on judgment searches of the mezzanine Borrowers and guarantors, on and as of the date of origination and as of the Cut-off Date, there was no pending or filed action, suit or proceeding,

B-16

involving any mezzanine Borrower an adverse outcome of which would reasonably be expected to materially and adversely affect (a) the validity or enforceability of the Mezzanine Loan, (b) such mezzanine Borrower’s ability to perform under the Mezzanine Loan, (c) such guarantor’s ability to perform under the related guaranty or (d) the principal benefit of the security intended to be provided by the Mezzanine Loan documents.

(12)Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each Mezzanine Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Mezzanine Loan documents are being conveyed by the Seller to purchaser or its servicer.

(13)No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the Mezzanine Loan set forth on Exhibit A to this Agreement has been fully disbursed as of the Cut-off Date and there is no requirement for future advances thereunder except in those cases where the full amount of the Mezzanine Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations determined by Seller to merit such holdback.

(14)No Contingent Interest or Equity Participation. No Mezzanine Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by Seller.

(15)Compliance with Usury Laws. The Interest Rate (exclusive of any default interest, late charges, yield maintenance charges, exit fees, or prepayment premiums) of such Mezzanine Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(16)Single-Purpose Entity. Each Mezzanine Loan requires the mezzanine Borrower to be a Single-Purpose Entity for at least as long as the Mezzanine Loan is outstanding. Both the Mezzanine Loan documents and the organizational documents of the Borrower with respect to each Mezzanine Loan with a Stated Principal Balance as of the Cut-off Date in excess of $5 million provide that the Borrower is a Single-Purpose Entity, and each Mezzanine Loan with a Stated Principal Balance as of the Cut-off Date of $20 million or more has a counsel’s opinion regarding non-consolidation of the Borrower. For this purpose, a “Single-Purpose Entity” means an entity, other than an individual, whose organizational documents (or if the Mezzanine Loan has a Stated Principal Balance as of the Cut-off Date equal to $5 million or less, its organizational documents or the related Mezzanine Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning the equity collateral securing the Mezzanine Loans and prohibit it from engaging in any business unrelated to its ownership of the equity collateral, and whose organizational documents further provide, or which entity represented in the related Mezzanine Loan documents, substantially to the effect that it does not have any assets other than those related to the equity collateral securing the Mezzanine Loans, or any indebtedness other than as permitted by the related Mezzanine Loan documents, that it has its own books and records and accounts separate and apart from those of any other person, and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(17)Floating Interest Rates. Each Mezzanine Loan bears interest at a floating rate of interest that is based on Term SOFR (or another generally acceptable floating rate index or

B-17

successor benchmark rate) plus a margin (which interest rate may be subject to a minimum or “floor” rate).

(18)Servicing. The servicing and collection practices used by the Seller with respect to the Mezzanine Loan have been, in all material respects, legal and have met customary industry standards for servicing of similar commercial loans.

(19)Origination and Underwriting. The origination practices of the Seller (or the related originator if the Seller was not the originator) with respect to each Mezzanine Loan have been, in all material respects, legal and as of the date of its origination, such Mezzanine Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mezzanine Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit B.

(20)No Material Default; Payment Record. No Mezzanine Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mezzanine Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mezzanine Loan or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mezzanine Loan, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Seller in Schedule 1(a). No person other than the holder of such Mezzanine Loan (subject to the related Participation Agreement) may declare any event of default under the Mezzanine Loan or accelerate any indebtedness under the Mezzanine Loan documents.

(21)Bankruptcy. As of the date of origination of the related Mezzanine Loan and to the Seller’s knowledge as of the Cut-off Date, no mezzanine Borrower is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

(22)Organization of Mezzanine Borrower. With respect to each Mezzanine Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mezzanine Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.

(23)Advance of Funds by the Seller. After origination, no advance of funds has been made by Seller to the related Borrower other than in accordance with the Mezzanine Loan documents, and, to Seller’s knowledge, no funds have been received from any person other than the related mezzanine Borrower or an affiliate for, or on account of, payments due on the Mezzanine Loan (other than as contemplated by the Mezzanine Loan documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under a Mezzanine Loan, other than contributions made on or prior to the date hereof.

B-18

(24)Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mezzanine Loan, the failure to comply with which would have a material adverse effect on the Mezzanine Loan.

(m)D. Representations and Warranties Concerning Participations and A Notes. With respect to each Participation or A Note:

(1)Each Participation or A Note is a fully funded senior, pari passu or senior pari passu interest (with no existing more-senior participation interest) in a Loan (or, solely with respect to any Participation, in a Combined Loan or an A Note);

(2)The Seller is the record mortgagee of the related Loan and, if applicable, Mezzanine Loan, and is the lead participant or lead noteholder (each, a “Lead Holder”) pursuant to a Partition Agreement that is legal, valid and enforceable as between its parties, and which provides that the Lead Holder has full power, authority and discretion to service the Loan and, if applicable, Mezzanine Loan, modify and amend the terms thereof, pursue remedies and enforcement actions, including foreclosure or other legal action, subject to the consent or approval rights of any participant or noteholder (each, a “Third Party Holder”) holding any related participation or note (the “Other Interests”);

(3)If the Participation or A Note is pari passu with any Other Interests, the holder of such Other Interest is required to pay its pro rata share of any expenses, costs and fees associated with servicing and enforcing rights and remedies under the related Loan and, if applicable, Mezzanine Loan, upon request therefor by the Lead Holder;

(4)Each Partition Agreement is effective to convey the related Other Interests to the related Third Party Holders and is not intended to be or effective as a loan or other financing secured by the Loan and, if applicable, Mezzanine Loan. The Lead Holder owes no fiduciary duty or obligation to any Third Party Holder pursuant to the Partition Agreement;

(5)All amounts due and owing to any Third Party Holder pursuant to each Partition Agreement have been duly and timely paid. There is no default by the Lead Holder, or to the Seller’s knowledge, by any Third Party Holder, under any Partition Agreement;

(6)To the Seller’s knowledge, any Third Party Holder is not a debtor in any outstanding proceeding pursuant to the federal bankruptcy code;

(7)The Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Participation or A Note is or may become obligated;

(8)The Lead Holder’s role, rights and responsibilities are assignable by the Seller without consent or approval other than those that have been obtained. The Lead Holder will timely file or cause to be filed all necessary assignments, notices, and documents in order to convey record title of the Loan and other rights and interests to Issuer in its capacity as successor Lead Holder;

(9)The terms of the Partition Agreement do not require or obligate the Lead Holder or its successor or assigns to repurchase any Other Interest under any circumstances;

B-19

(10)The Seller, in selling any Other Interest to a Third Party Holder made no misrepresentation, fraud or omission of information necessary for such Third Party Holder to make an informed decision to purchase the Other Interest; and

(11)Either (A) such Participation or A Note is treated as a real estate asset for purposes of Section 856(c) of the Code, and the interest payable pursuant to such Participation is treated as interest on an obligation secured by a mortgage on real property for purposes of Section 856(c) of the Code, or (B) the Participation or A Note qualifies as a security that would not otherwise cause INCREF Sub-REIT LLC to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to the Issuer of such Participation or A Note).

For purposes of these representations and warranties, the phrases “the Seller’s knowledge” or “the Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Loans regarding the matters expressly set forth herein.

B-20

Schedule 1(a) to Exhibit B

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Representation numbers referred to below relate to the corresponding Collateral Interest representations and warranties set forth in Exhibit B.


Representation and Warranty	Collateral Interest or Property Name	Exception
(B)(17) (Access; Utilities; Separate Tax Lots)	21 Oaks	The related Mortgaged Property is currently served by utilities from the City of Columbia, South Carolina. As a condition of receiving these services, the related Mortgaged Property is required to be annexed to the city. The related Borrower has covenanted to complete the annexation process and the utilities will continue to serve the related Mortgaged Property during the interim period until the annexation is completed.
(B)(24) (Local Law Compliance)	NYC Townhouse Facility 1.0 Portfolio	There are certain building code and other violations typical for New York City properties that do not have a material adverse effect on the value, operation or net operating income of the related Mortgaged Properties, and which related borrower is required to remediate and remove (or cause to be removed) of record within a certain period of time.
(B)(24) (Local Law Compliance)	South Bay Multifamily Portfolio	The related Borrower is required to cause the outstanding fire code violations at the related Mortgaged Properties to be remediated.
(B)(24) (Local Law Compliance)	Brooklyn 9-Pack Combined Loan	There are certain building code and other violations that do not have a material adverse effect on the value, operation or net operating income of the related Mortgaged Property, which the related borrower is required to remediate and remove (or cause to be removed) of record within a certain period of time.
(B)(28) (Financial Reporting and Rent Rolls)	99th Avenue, Cass White Logistics Center, Washington Highway Logistics Center	The master credit agreement for the KKR Industrial Portfolio Crossed Loans does not require rent rolls to be delivered as part of the related borrower’s quarterly reporting.
(B)(31) (Single-Purpose Entity)	ViveLA Portfolio I ViveLA Portfolio II	No Non-Consolidation Opinion was required at closing, but the lender has the right to require one in connection with a secondary market transaction.

Schedule (1)(a)-Schedule (1)(a)-1


Representation and Warranty	Collateral Interest or Property Name	Exception
(B)(39) (Organization of Borrower)	Towne Centre Drive, AirParc Heights, Canyon Commerce Center-Building C, 7400 Hazard, 2200 Sullivan, Westinghouse 35, 13th and Olive, Cottages at San Marcos, The Wilde, 21 Oaks, Arches on the Lake, The Oliver, Enclave 425	The borrowers under the Ares Industrial Portfolio Crossed Loans are affiliated entities and the related Loans are cross collateralized and cross defaulted. The borrowers under the Ares Student Housing Portfolio Crossed Loans are affiliated entities and the related Loans are cross collateralized and cross defaulted. The sponsor for the Ares Industrial Portfolio Crossed Loans is affiliated with the sponsor for the Ares Student Housing Portfolio Crossed Loans.
(B)(39) (Organization of Borrower)	Stoltz East Coast Portfolio II, Stoltz East Coast Portfolio I	The related borrowers are affiliated entities but the related Loans are not cross collateralized or cross defaulted.
(B)(39) (Organization of Borrower)	99th Avenue, Cass White Logistics Center, Washington Highway Logistics Center	The related borrowers are affiliated entities and the related Loans are cross collateralized and cross defaulted.
(B)(39) (Organization of Borrower)	ViveLA Portfolio I, Tralee Village ViveLA Portfolio II	The borrowers are affiliated entities but the related Loans are not cross collateralized or cross defaulted.
(B)(39) (Organization of Borrower)	NYC Townhouse Facility 1.0 Portfolio, 22-22 Jackson Combined Loan, Brooklyn 9-Pack Combined Loan	The borrowers are affiliated entities but the related Loans are not cross collateralized or cross defaulted.
(B)(39) (Organization of Borrower)	South Bay Multifamily Portfolio, Osprey Apartments	The borrowers are affiliated entities but the related Loans are not cross collateralized or cross defaulted.
(B)(42) (Cross-Collateralization)	Towne Centre Drive, AirParc Heights, Canyon Commerce Center-Building C, 7400 Hazard, 2200 Sullivan, Westinghouse 35	The related Loans are cross-defaulted and cross-collateralized.

Schedule (1)(a)-2


Representation and Warranty	Collateral Interest or Property Name	Exception
(B)(42) (Cross-Collateralization)	99th Avenue, Cass White Logistics Center, Washington Highway Logistics Center	The related Loans are cross-defaulted and cross-collateralized.
(B)(42) (Cross-Collateralization)	13th and Olive, Cottages at San Marcos, The Wilde, 21 Oaks, Arches on the Lake, The Oliver, Enclave 425	The related Loans are cross-defaulted and cross-collateralized.

Schedule (1)(a)-3

Schedule 1(b) to Exhibit B

Existing Mezzanine Debt

None.

Schedule (1)(b)-Schedule (1)(a)-1

Schedule 1(c) to Exhibit B

Future Mezzanine Debt

Not Permitted.

Schedule (1)(c)-Schedule (1)(a)-1

Schedule 1(d) to Exhibit B

Crossed Loans

•KKR Industrial Portfolio Crossed Loans

•Ares Industrial Portfolio Crossed Loans

•Ares Student Housing Portfolio Crossed Loans

Schedule (1)(d)-Schedule (1)(a)-1

ANNEX A

FORM OF SUBSEQUENT TRANSFER INSTRUMENT

This SUBSEQUENT TRANSFER INSTRUMENT is made as of [DATE], 20[_] (the “Transfer Date”), by and among INCREF CLO Seller LLC, a Delaware limited liability company (the “Seller”), INCREF 2025-FL1 LLC, a Delaware limited liability company (the “Issuer”), INCREF SUB-REIT LLC, a Delaware limited liability company (“INCREF Sub-REIT”) and Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (“INCREF Investments”).

In accordance with the Collateral Interest Purchase Agreement (the “Agreement”) dated as of May 7, 2025, by and among the Seller, the Issuer, INCREF Investments and INCREF Sub-REIT, the Seller does hereby transfer, assign, set over and otherwise convey, as of the date hereof, without recourse, to the Issuer or directly to the Issuer as its designee all of its right, title and interest in the Collateral Interests identified on Schedule A attached hereto (the “Transferred Collateral Interests”) which shall supplement Exhibit A to the Agreement, and any and all rights to receive payments on or with respect to such Transferred Collateral Interests after the Transfer Date (other than (i) any Retained Interest paid in respect of such Transferred Collateral Interests or the related Loans and (ii) any Excluded Fees, which, in each case, shall belong to and promptly be remitted to the Seller).

“Retained Interest” shall mean [_].

Except as set forth on Schedule B attached hereto, the Seller hereby reaffirms that all of the representations and warranties made by it in Section 4 of the Agreement relating to itself and the Transferred Collateral Interests are true and correct as of the Representation Date shown on Schedule A. The Seller further represents, warrants and confirms the satisfaction of the conditions precedent specified in Section 3 of the Agreement. INCREF Sub-REIT hereby reaffirms that the representation and warranty made by it in Section 4(k) of the Agreement is true and correct as of the date hereof. In addition, each party hereby represents and warrants to the other parties that (i) it is duly organized and validly existing as an entity under the laws of the jurisdiction in which it is chartered or organized, (ii) it has the requisite organization power and authority to enter into and perform this Subsequent Transfer Instrument, and (iii) this Subsequent Transfer Instrument has been duly authorized by all necessary organizational action, has been duly executed by one or more duly authorized officers and is the valid and binding agreement of such party enforceable against such party in accordance with its terms.

The purchase price and Representation Date with respect to the Transferred Collateral Interests are each set forth on Schedule A hereto.

All capitalized terms used herein and not otherwise defined shall have the meanings given them in the Agreement.

As supplemented by this Subsequent Transfer Instrument, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented, shall be read, taken and construed as one and the same instrument.

Annex A-Annex A-1

This Subsequent Transfer Instrument shall be construed in accordance with the laws of the State of New York.

Annex A-2

IN WITNESS WHEREOF, the undersigned has caused this Subsequent Transfer Instrument to be duly executed as of the date first written above.

INCREF CLO SELLER LLC, as Seller

By:
    Name:
    Title:

INCREF 2025-FL1 LLC, as Issuer

By:
    Name:
    Title:

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP

By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner

By:
Name:
Title:

Agreed and Acknowledged, solely as to
Section 4(k) of the Agreement, by:

INCREF SUB-REIT LLC

By:
    Name:
    Title:

Annex A-3

SCHEDULE A

TRANSFERRED COLLATERAL INTERESTS


Name	Purchase Price	Principal Balance	Representation Date
[COLLATERAL INTEREST]	$[_]	$[_]	[DATE], 20[_]
TOTAL	$[_]	$[_]

Schedule A-Schedule (1)(a)-1

SCHEDULE B

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Representation numbers referred to below relate to the corresponding Collateral Interest representations and warranties set forth in Exhibit B to the Agreement.


Representation and Warranty	Collateral Interest	Exception
[None]	[None]	[None]

Schedule B-Schedule (1)(a)-1

Exhibit 10.4

EXECUTION VERSION

Dated as of May 7, 2025

Among

INCREF 2025-FL1 LLC,
as Issuer,

INVESCO ADVISERS, INC.,
as Collateral Manager

and

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP,
solely with respect to Section 13


COLLATERAL MANAGEMENT AGREEMENT


TABLE OF CONTENTS
			Page


1. Management Services.			- 1 -
2. Delegation of Duties.			- 6 -
3. Purchase and Sale Transactions; Brokerage.			- 6 -
4. Representations and Warranties of the Issuer.			- 8 -
5. Representations and Warranties of the Collateral Manager.			- 9 -
6. Expenses.			- 10 -
7. Fees.			- 11 -
8. Non-Exclusivity.			- 12 -
9. Conflicts of Interest.			- 12 -
10. Records; Confidentiality.			- 14 -
11. Term.			- 15 -
12. Removal, Resignation and Replacement.			- 15 -
13. Liability of Collateral Manager and INCREF Investments.			- 18 -
14. Obligations of Collateral Manager.			- 20 -
15. No Partnership or Joint Venture.			- 21 -
16. Notices.			- 21 -
17. Succession; Assignment.			- 22 -
18. No Bankruptcy Petition/Limited Recourse.			- 23 -
19. Rating Agency Information.			- 23 -
20. Miscellaneous.			- 24 -

Exhibit A Advisory Committee Guidelines

- i -

THIS COLLATERAL MANAGEMENT AGREEMENT, dated as of May 7, 2025 (this “Agreement”), is entered into by and between INCREF 2025-FL1 LLC, a Delaware limited liability company (together with successors and assigns permitted hereunder, the “Issuer”), and Invesco Advisers, Inc., a Delaware corporation (“Invesco Advisers” or, in its capacity as Collateral Manager, together with its successors and assigns in such capacity, the “Collateral Manager”) and, solely with respect to Section 13, Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (“INCREF Investments”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture, dated as of the date hereof (the “Indenture”), by and among the Issuer, Wilmington Trust, National Association, as trustee (the “Trustee”), Computershare Trust Company, National Association, as note administrator, paying agent, calculation agent, transfer agent, authenticating agent, securities intermediary, notes registrar and backup advancing agent, and as custodian, and INCREF Investments, as advancing agent (the “Advancing Agent”).

WHEREAS, the Issuer desires to engage the Collateral Manager to provide the services described herein and the Collateral Manager desires to provide such services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1.Management Services. The Collateral Manager is hereby appointed as the Issuer’s exclusive agent to provide the Issuer with certain services in relation to the Collateral specified herein and in the Indenture. Accordingly, the Collateral Manager accepts such appointment and shall provide the Issuer with the following services (in accordance with all applicable requirements of the Indenture, the Servicing Agreement and this Agreement, including, without limitation, the Collateral Management Standard):

(a)determining specific Collateral Interests (including Delayed Close Collateral Interests and Subsequent Collateral Interests) to be purchased or otherwise acquired and the timing of such purchases or acquisitions, as permitted by the Indenture;

(b)determining specific Eligible Investments to be purchased or sold and the timing of such purchases and sales, in each case, as permitted by the Indenture;

(c)effecting or directing the purchase of Collateral Interests and Eligible Investments, effecting or directing the sale of Collateral Interests and Eligible Investments, and effecting or directing the investment or reinvestment of proceeds therefrom in Collateral Interests, in each case, as permitted by the Indenture;

(d)negotiating with obligors of Collateral Interests as to proposed modifications of, or waivers relating to, the Loan Documents and directing the Special Servicer to process and effect Administrative Modifications and Criteria-Based Modifications (each as defined in the Servicing Agreement);

(e)taking action, or advising the Issuer, the Servicer and the Special Servicer with respect to actions to be taken, with respect to the Issuer’s exercise of any rights (including, without limitation, voting rights, tender rights and rights arising in connection with the bankruptcy or insolvency of an obligor of a Collateral Interest or the consensual or non-judicial restructuring of the debt or equity of an obligor of a Collateral Interest) or remedies in

connection with Collateral Interests and Eligible Investments, as provided in the related Loan Documents, and participating in the committees or other groups formed by creditors of an obligor of any Collateral Interest, or taking any other action with respect to Collateral Interests and Eligible Investments which the Collateral Manager determines, in accordance with the Collateral Management Standard (and subject to the applicable provisions of the Servicing Agreement), is in the best interests of all of the Noteholders in accordance with and as permitted by the terms of the Indenture;

(f)consulting with each Rating Agency at such times as may be reasonably requested by any Rating Agency in compliance with Section 19 of this Agreement and providing each Rating Agency with any information reasonably requested in connection with such Rating Agency’s maintenance of its ratings of the Notes and their assigning credit indicators to prospective Collateral Interests, if applicable, and estimating the ratings that such Rating Agency would assign to prospective Collateral Interests, as permitted or required under the Indenture;

(g)determining whether specific Collateral Interests are Credit Risk Collateral Interests or Defaulted Collateral Interests, and determining whether such Collateral Interests, and any other Collateral Interests that are permitted or required to be sold (or exchanged) pursuant to the Indenture, should be sold (or exchanged), and directing the Special Servicer of the Trustee, as applicable, to effect a disposition of any such Collateral Interests, subject to, and in accordance with the Indenture; and if a Collateral Interest that is a Defaulted Collateral Interest is not sold or otherwise disposed of by the Issuer within three years of such Collateral Interest becoming a Defaulted Collateral Interest, using commercially reasonable efforts to cause the Issuer to sell or otherwise dispose of such Collateral Interest as soon as commercially practicable thereafter;

(h)(i) monitoring the Collateral Interests on an ongoing basis, (ii) determining the U/W Stabilized NCF Debt Yield and As-Stabilized LTV of each Collateral Interest in accordance with the Indenture, (iii) determining the market value of any Collateral Interest in connection with determining the Calculation Amount when required pursuant to the Indenture and (iv) providing or causing to be provided to the Issuer and/or the other parties specified in the Indenture all reports, schedules and certificates that relate to the Collateral Interests and that the Issuer is required to prepare and deliver under the Indenture, which are not prepared and delivered by the Note Administrator on behalf of the Issuer under the Indenture or the Servicer or Special Servicer under the Servicing Agreement, in the form and containing all information required thereby (including, in the case of the Monthly Reports and the Redemption Date Statement providing the information to the Note Administrator as specified in Section 10.9 of the Indenture in sufficient time for the Note Administrator to prepare the Monthly Report and the Redemption Date Statement) and, if applicable, in sufficient time for the Issuer to review such required reports and schedules and to deliver them to the parties entitled thereto under the Indenture;

(i)managing the Issuer’s investments in accordance with the Indenture and the Collateral Management Standard, including the limitations relating to the Eligibility Criteria, the Note Protection Tests, the Acquisition Criteria, the Acquisition and Disposition Requirements and the other requirements of the Indenture and taking action that the Collateral Manager deems appropriate and consistent with the Indenture, the Collateral Management Standard, the applicable provisions of the Servicing Agreement and the standard of care set forth herein with respect to any portion of the Collateral that does not constitute Collateral Interests or Eligible Investments;

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(j)providing notification, in writing, to the Trustee, the Note Administrator and the Issuer upon receiving actual notice that a Collateral Interest has become a Defaulted Collateral Interest or a Credit Risk Collateral Interest or has suffered an appraisal reduction;

(k)providing notification, in writing, to the Trustee, the Note Administrator, the Holders of the Notes, the Rating Agencies, the Servicer, the Special Servicer and the Issuer upon becoming actually aware of a Default or an Event of Default under the Indenture;

(l)determining (in its sole discretion but subject to the Indenture and the Collateral Management Standard) whether, in light of the composition of Collateral Interests, general market conditions and other factors considered pertinent by the Collateral Manager, investments in Delayed Close Collateral Interests and Subsequent Collateral Interests would, at any time such Delayed Close Collateral Interests or Subsequent Collateral Interest is eligible for purchase by the Issuer, either be impractical or not beneficial to the Holders of the Notes;

(m)taking reasonable action on behalf of the Issuer to effect any Optional Redemption, any Tax Redemption, Auction Call Redemption or any Clean-up Call in accordance with the Indenture;

(n)monitoring the ratings of the Collateral Interests and the Issuer’s compliance with the covenants by the Issuer in the Indenture;

(o)making such determinations, exercising such rights and taking such actions, on behalf of the Issuer, as the Collateral Manager is authorized to do under the Indenture, the Servicing Agreement or this Agreement;

(p)complying in all material respects with the Investment Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Issuer;

(q)in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of such Notes remain outstanding, making available, upon request, to any Holder or prospective purchaser of such Notes, additional information regarding the Issuer and the Collateral if such information is reasonably available to the Collateral Manager and constitutes Rule 144A Information required to be furnished by the Issuer pursuant to Section 7.13 of the Indenture, unless the Issuer furnishes information to the United States Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;

(r)the Collateral Manager may, subject to and in accordance with the Indenture and this Agreement, in its capacity as the Collateral Manager, direct the Issuer to establish a Permitted Subsidiary and such Permitted Subsidiary may acquire, retain, sell or otherwise dispose of (including as a contribution) any Sensitive Asset in accordance with the Indenture and this Agreement;

(s)upon reasonable request, assisting the Trustee, the Note Administrator or the Issuer with respect to such actions to be taken after the Closing Date, as is necessary to maintain the clearing and transfer of the Notes through DTC;

(t)in accordance with the Collateral Management Standard (but subject to the applicable provisions of the Servicing Agreement), enforcing the rights of the Issuer as holder of the Collateral Interests, including, without limitation, taking such action as is necessary to enforce the Issuer’s rights with respect to remedies related to breaches of representations, warranties or covenants in the Loan Documents for the benefit of the Issuer; and

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(u)acting as Designated Transaction Representative pursuant to and in accordance with the Indenture and appointing any successor Designated Transaction Representative as contemplated thereby.

In furtherance of the foregoing, the Issuer hereby appoints the Collateral Manager as the Issuer’s true and lawful agent and attorney-in-fact, with full power of substitution and full authority in the Issuer’s name, place and stead and without any necessary further approval of the Issuer, in connection with the performance of the Collateral Manager’s duties provided for in this Agreement, including the following powers: (i) to buy, sell, exchange, and convert Collateral Interests (including any Delayed Close Collateral Interests and Subsequent Collateral Interests) and Eligible Investments, and (ii) to execute (under hand, under seal or as a deed) and deliver all necessary and appropriate documents and instruments on behalf of the Issuer to the extent necessary or appropriate to perform the services referred to in clauses (a) through (u) above of this Section 1 and under the Indenture and the Servicing Agreement. The foregoing power of attorney (the “POA”) is a continuing power, coupled with an interest, and shall remain in full force and effect until revoked by the Issuer in writing by virtue of the termination of this Agreement pursuant to Section 12 hereof or an assignment of this Agreement pursuant to Section 17 hereof; provided that any such revocation shall not affect any transaction initiated prior to such revocation. Nevertheless, if so requested by the Collateral Manager or a purchaser of a Collateral Interest or Eligible Investment, the Issuer shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Manager or such purchaser all proper bills of sale, assignments, releases and other instruments as may be designated in any such request; provided, further, however, that (i) any exercise by the Collateral Manager of the POA shall be entirely subject to the criteria, conditions and limitations specified in this Agreement, the Indenture and the other Transaction Documents, and (ii) notwithstanding the foregoing, the Issuer, acting (in each case) with the approval of two or more of its Managers, by written notice to the Collateral Manager, may require that the Collateral Manager not exercise the POA, for any single transaction or series of transactions, from time to time or by standing instructions, and that the Issuer may itself execute such actions through duly authorized action by one or more of its Managers, and in each such circumstance the POA shall be of no force or effect whatsoever.

Notwithstanding anything herein or in any other Transaction Document to the contrary, the Collateral Manager shall have no authority to hold (directly or indirectly), or otherwise obtain possession of, any funds or securities of the Issuer (including Collateral Interests or Eligible Investments). The Collateral Manager agrees that any requests or instructions regarding the disbursement of any funds in any Account must be made in accordance with the Indenture or other Transaction Document and must be sent to the Trustee. Without limiting the foregoing, the Collateral Manager shall have no authority to (i) sign checks on the Issuer’s behalf, (ii) deduct fees from any Account, (iii) withdraw funds or securities from any Account, or (iv) dispose of funds in any Account for any purpose, in each case other than pursuant to transactions authorized or permitted by the Indenture or other Transaction Document. Nothing in this paragraph shall prohibit the Collateral Manager from issuing instructions to the Trustee or Securities Intermediary to effect or to settle any bills of sale, assignments, agreements and other

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instruments in connection with any acquisition, investment instruction, sale or other disposition of any Collateral of the Issuer as permitted by the Indenture or other Transaction Document.

In performing its duties hereunder, the Collateral Manager shall endeavor, subject to the provisions of this Agreement and the Indenture, to manage the Collateral in a manner that will (i) permit a timely performance of all payment obligations of the Issuer under the Indenture and (ii) subject to such objective, optimize the returns to the Holders of the Notes. The Collateral Manager does not hereby guarantee that sufficient funds will be available on each Payment Date to satisfy any such payment obligations. The Collateral Manager agrees that it shall perform its obligations hereunder and under the Indenture and the Servicing Agreement in accordance with reasonable care and in good faith, using a degree of skill and attention no less than that which it (i) exercises with respect to comparable assets that it manages for itself and (ii) exercises with respect to comparable assets that it manages for others, and in a manner consistent with the practices and procedures then in effect followed by reasonable and prudent institutional managers of national standing relating to assets of the nature and character of the Collateral, except as expressly provided in this Agreement or in the Indenture and without regard to any conflicts of interest to which it may be subject (the “Collateral Management Standard”). In addition, the Collateral Manager shall use its best efforts to ensure that (i) inquiries are made, to the extent practicable, from sources normally available to it, with respect to the occurrence of any default or event of default in respect of any Collateral Interest under any Loan Document and (ii) commitments to purchase Collateral Interests and Eligible Investments are made by the Collateral Manager only if, in the Collateral Manager’s best judgment at the time of such commitment, payment at settlement in respect of any such purchase could be made without any breach or violation of, or default under, the terms of the Indenture or this Agreement. The Collateral Manager shall comply with and perform all the duties and functions that have been specifically delegated to the Collateral Manager under the Indenture and the Servicing Agreement in accordance with the Collateral Management Standard. The Collateral Manager shall be bound to follow any amendment, supplement or modification to the Indenture of which it has received written notice at least 10 Business Days prior to the execution and delivery thereof by the parties thereto; provided, however, that with respect to any amendment, supplement, modification or waiver to the Indenture which may affect the Collateral Manager, the Collateral Manager shall not be bound thereby (and the Issuer agrees that it will not permit any such amendment, supplement, modification or waiver to become effective) unless the Collateral Manager has been given prior written notice thereof and gives its written consent thereto (which consent shall not be unreasonably withheld) to the Trustee and the Issuer prior to the effectiveness thereof.

The Collateral Manager shall take all actions reasonably requested by the Trustee or the Note Administrator to facilitate the perfection of the Trustee’s security interest in the Collateral pursuant to the Indenture.

So long as any of the Notes remain Outstanding, the Collateral Manager shall: (i) after the occurrence of a Benchmark Transition Event, determine the Benchmark Replacement; (ii) provide written notice to the Issuer, the Advancing Agent, the Trustee, the Note Administrator,

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the Servicer, the Calculation Agent (if different from the Note Administrator), the Collateral Manager and the 17g-5 Information Provider of such determination in advance of the related Benchmark Replacement Date; (ii) provide written notice of any Benchmark Replacement Conforming Changes; (iii) direct the parties to the Indenture to enter into a supplemental indenture in connection with any Benchmark Transition Event, in each case pursuant to the terms of Section 2.17 of the Indenture; (iv) determine whether Loan-Level Benchmark Transition Event (as defined in the Servicing Agreement) has occurred with respect to any Serviced Commercial Real Estate Loan and provide notice of such Loan-Level Benchmark Transition Event to the Servicer and the Special Servicer; (v) designate the Loan-Level Benchmark Replacement (as defined in the Servicing Agreement) in accordance with the related Loan Documents; (vi) determine, in its sole discretion, if any Loan-Level Benchmark Replacement Conforming Changes (as defined in the Servicing Agreement) are necessary; and (vii) direct the Special Servicer to process an Administrative Modification to effect any necessary Loan-Level Benchmark Replacement Conforming Changes.

2.Delegation of Duties. (a) Except as set forth in Section 2(b), the Collateral Manager may delegate its obligations as Collateral Manager to another person and the Collateral Manager may enter into arrangements pursuant to which the Collateral Manager’s Affiliates or third parties may perform certain services on behalf of the Collateral Manager, but (i) such arrangements will not relieve the Collateral Manager from any of its duties or obligations hereunder as a result of such delegation to or employment of third parties, (ii) the Collateral Manager shall be solely responsible for the fees and expenses payable to any such third party, except as set forth in Section 6 hereof, and (iii) such delegation does not constitute an “assignment” under the Advisers Act.

(v)The Collateral Manager, in its capacity as Designated Transaction Representative, may at any time delegate to a third party the responsibility to determine whether a Benchmark Transition Event has occurred, or the responsibility to propose a Benchmark Replacement, a Benchmark Replacement Date, a Benchmark Replacement Adjustment or a Benchmark Replacement Conforming Change, as applicable, and the Collateral Manager may enter into arrangements pursuant to which the Collateral Manager’s Affiliates or third parties may perform such services on behalf of the Collateral Manager; provided that (i) the Collateral Manager may not delegate such responsibility to the Servicer, the Special Servicer, the Trustee or the Note Administrator and (ii) such delegation does not constitute an “assignment” under the Advisers Act.

3.Purchase and Sale Transactions; Brokerage. (a) The Collateral Manager shall use reasonable efforts to obtain the best prices and executions for all orders placed with respect to the Collateral, considering all reasonable circumstances, including, if applicable, the conditions or terms of early redemption of the Notes, it being understood that the Collateral Manager has no obligation to obtain the lowest prices available. Subject to the objective of obtaining best prices and executions, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Collateral Manager or its Affiliates by brokers and dealers in compliance with Section 28(e) of the Exchange Act or, if Section 28(e) of the Exchange Act is not applicable, in accordance with the provisions set forth herein. Such services may be used in connection with the other advisory activities or investment operations of the Collateral Manager and/or its Affiliates. In addition, subject to the objective of obtaining

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best prices and executions, the Collateral Manager may take into account available prices, rates of brokerage commissions and size and difficulty of the order, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Collateral Manager of any benefit to the Issuer is subjective and represents the Collateral Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors.

The Collateral Manager may aggregate sales and purchase orders of securities placed with respect to the Collateral with similar orders being made simultaneously for other accounts managed by the Collateral Manager or with accounts of the Affiliates of the Collateral Manager if, in the Collateral Manager’s reasonable judgment, such aggregation will not have an adverse effect on the Issuer. When any aggregate sales or purchase orders occur, the objective of the Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a fair and equitable manner and generally to seek to allocate securities available for investment to all such accounts pro rata in proportion to the optimum amount sought by the Collateral Manager for each respective account. Investment opportunities and the purchases or sales of instruments shall be allocated in a manner believed by the Collateral Manager to be fair and equitable, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Collateral Manager’s other clients, the amount of capital available, the Eligibility Criteria, the Acquisition Criteria, and the Acquisition and Disposition Requirements, as applicable, set forth in the Indenture and in any governing documents or management agreements or advisory agreements relating to the Collateral Manager’s other clients, the maturity of the account and the exposure to similar or offsetting positions. The Collateral Manager, whenever possible, will average the prices paid or received by all such clients (including the Issuer) whenever particular positions are acquired or disposed of at the same time. Circumstances may arise, however, in which such an allocation could have adverse effects upon the Issuer or the other clients of the Collateral Manager with respect to the price or size of positions obtainable or saleable.

All purchases and sales of Eligible Investments and Collateral Interests by the Collateral Manager on behalf of the Issuer shall be conducted in compliance in all material respects with all applicable laws (including, without limitation, Section 206(3) of the Advisers Act) and the terms of the Indenture. After (and excluding) the Closing Date, the Collateral Manager shall cause any purchase or sale of any Collateral Interest or Eligible Investment to be conducted on an arm’s-length basis or, if applicable, in compliance with Section 3(b) hereof. The parties hereto acknowledge and agree that all purchases of Eligible Investments and Collateral Interests by the Collateral Manager on behalf of the Issuer on the Closing Date (including, without limitation, all such purchases from Affiliates of the Collateral Manager) in a manner contemplated by the Offering Memorandum, dated April 29, 2025, related to the Offered Notes (or any supplement thereto) are hereby approved.

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Notwithstanding the foregoing or anything to the contrary contained herein or in the Indenture, in no event shall the Collateral Manager purchase or sell an Eligible Investment or a Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

(w)The Collateral Manager, subject to and in accordance with the Indenture, may effect direct trades between the Issuer and the Collateral Manager or any of its Affiliates, acting as principal or agent (any such transaction, a “Restricted Transaction”); provided, however, that a Restricted Transaction after (and excluding) the Closing Date, other than as described below, may be effected only upon disclosure to and with the prior consent of an advisory committee containing at least one member independent from the Collateral Manager (whose affirmative vote will be required to grant such consent) that has been appointed from time to time as needed by the Issuer (the “Advisory Committee”) and based on the Advisory Committee’s determination that (i) such transaction is on terms (including, but not limited to, purchase price) substantially as favorable to the Issuer as would be the case if such a transaction were effected with Persons not so affiliated with the Collateral Manager or any of its Affiliates and (ii) the purchase price in respect of any Collateral Interest acquired by the Issuer from the Seller pursuant to such a direct trade is at least equal to the fair market value of such Collateral Interest. The Advisory Committee, if any, shall be formed in accordance with, and be subject to the Advisory Committee Guidelines attached hereto as Exhibit A (the “Advisory Committee Guidelines”). The Issuer consents and agrees that, if any transaction relating to the Issuer, including any transaction effected between the Issuer and the Collateral Manager or its Affiliates, shall be subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements shall be satisfied with respect to the Issuer and all Holders of the Notes if disclosure shall be given to, and consent obtained from, the Advisory Committee. For the avoidance of doubt, it is hereby understood and agreed by the parties hereto that, unless required by Section 206(3) of the Advisers Act, no disclosure to, or consent of, the Advisory Committee shall be required with respect to (x) Credit Risk/Defaulted Collateral Interest Cash Purchases and (y) sales of Collateral Interests in connection with a redemption of the Notes pursuant to Article 9 of the Indenture.

4.Representations and Warranties of the Issuer. The Issuer represents and warrants to the Collateral Manager that:

(a)the Issuer (i) has been duly formed, is validly existing and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; and (iv) has full power and authority to execute, deliver and perform the Issuer’s obligations hereunder and thereunder;

(b)this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other

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similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(c)no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its duties hereunder or under the Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained;

(d)neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture;

(e)the Issuer and its Affiliates are not in violation of any federal or state laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Issuer, threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture;

(f)the Issuer is not an “investment company” under the Investment Company Act; and

(g)the assets of the Issuer do not and will not at any time constitute the assets of any plan subject to the fiduciary responsibility provisions of ERISA or of any plan subject to Section 4975 of the Code.

5.Representations and Warranties of the Collateral Manager. The Collateral Manager represents and warrants to the Issuer that:

(a)the Collateral Manager (i) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own the Collateral Manager’s assets and to transact the business in which it is currently engaged; (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Collateral Manager’s ownership or lease of property or the conduct of the Collateral Manager’s business requires, or the performance of this Agreement and the Indenture would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under, or on the validity or enforceability of, this Agreement and the provisions of the Indenture applicable to the Collateral Manager; and (iv) has full power and authority to execute, deliver and perform this Agreement and the Collateral Manager’s obligations hereunder and the provisions of the Indenture applicable to the Collateral Manager;

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(b)this Agreement has been duly authorized, executed and delivered by the Collateral Manager and constitutes a legal, valid and binding agreement of the Collateral Manager, enforceable against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(c)neither the Collateral Manager nor any of its Affiliates is in violation of any federal or state securities law or regulation promulgated thereunder that would have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Collateral Manager, threatened which could reasonably be expected to have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the provisions of the Indenture applicable to the Collateral Manager;

(d)neither the execution and delivery of this Agreement nor the performance by the Collateral Manager of its duties hereunder or under the provisions of the Indenture applicable to the Collateral Manager conflicts with or will violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the certificate of incorporation of the Collateral Manager, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument to which the Collateral Manager is a party or is bound, (iii) any law, decree, order, rule or regulation applicable to the Collateral Manager of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Collateral Manager or its properties, and which would have, in the case of any of clauses (i), (ii) or (iii) of this Section 5(d), either individually or in the aggregate, a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under this Agreement or the provisions of the Indenture applicable to the Collateral Manager;

(e)no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Collateral Manager of its duties hereunder and under the provisions of the Indenture applicable to the Collateral Manager, except such as have been duly made or obtained;

(f)the Section entitled “The Collateral Manager” in the Offering Memorandum, as of the date thereof (including as of the date of any supplement thereto) and as of the Closing Date, does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(g)the Collateral Manager is a registered investment adviser under the Advisers Act.

6.Expenses. Both parties hereto acknowledge and agree that a portion of the gross proceeds received from the issuance and sale of the Notes will be used to pay certain organizational and structuring fees and expenses of the Issuer, including the legal fees and expenses of counsel to the Collateral Manager. The Collateral Manager shall pay all expenses and costs incurred by it in the course of performing its obligations under this Agreement; provided, however, that the Collateral Manager shall not be liable for, and (subject to the Priority of Payments set forth in the Indenture and to the extent funds are available therefor) the Issuer shall be responsible for the payment of, reasonable expenses and costs of (i) independent

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accountants, consultants and other advisers retained by the Issuer or by the Collateral Manager on behalf of the Issuer in connection with the services provided by the Collateral Manager pursuant to clauses (c), (d), (e), (f), (m), (n), (q) or (r) of Section 1 hereof, (ii) legal advisers retained by the Issuer or by the Collateral Manager on behalf of the Issuer in connection with the services provided by the Collateral Manager pursuant to clauses (c), (d), (e), (f), (m), (n), (o), (q), (r) or (t) of Section 1 hereof and (iii) reasonable travel expenses (airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Collateral Manager of its duties pursuant to this Agreement or pursuant to the Indenture and for an allocable share of the cost of certain credit databases used by the Collateral Manager in providing services to the Issuer under this Agreement.

7.Fees. (a) Invesco Advisers, in its capacity as the Collateral Manager and acting in its sole discretion, hereby waives any and all Collateral Manager Fees and Benchmark Transition Fees (each as defined below) payable to it or any of its Affiliates for so long as it or any of its Affiliates acts in the capacity as Collateral Manager hereunder and also as manager of INCREF Investments.

(h)Any successor Collateral Manager may determine to waive, reduce or defer the Collateral Manager Fees payable to it (without interest thereon) by written notice to the Trustee and the Note Administrator on or prior to the Determination Date in which such waiver, reduction or deferral applies. Any Collateral Manager Fees (x) so reduced or waived, shall be reduced or waived permanently and (y) so deferred, shall not accrue interest.

(i)Each successor Collateral Manager that is not an affiliate of Invesco Advisers shall receive as compensation for the performance of its obligations as Collateral Manager hereunder and under the Indenture, to the extent not waived pursuant to clause (b) above, a fee, payable monthly in arrears on each Payment Date in accordance with the Priority of Payments, equal to 0.10% per annum of the Net Outstanding Portfolio Balance (the “Collateral Manager Fee”). The Collateral Manager Fee will be calculated for each Interest Accrual Period assuming a 360-day year with 12 thirty-day months. The Collateral Manager Fee, if any, will be calculated based on the Net Outstanding Portfolio Balance for such Payment Date to the extent funds are available as of the first day of the applicable Interest Accrual Period. If on any Payment Date there are insufficient funds to pay such fees (and/or any other amounts due and payable to the Collateral Manager) in full, in accordance with the Priority of Payments, the amount not so paid shall be deferred and such amounts shall be payable on such later Payment Date on which funds are available therefor as provided in the Priority of Payments set forth in the Indenture. Any accrued and unpaid Collateral Manager Fee that is deferred due to the operation of the Priority of Payments shall accrue interest at a per annum rate equal to the Benchmark in effect for the applicable Interest Accrual Period computed on an actual/360-day basis and shall be paid as a Company Administrative Expense. The Collateral Manager hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment to the Collateral Manager of any amounts due it hereunder except in accordance with Section 18 hereof and, subject to the provisions of Section 12, to continue to serve as Collateral Manager. If this Agreement is terminated pursuant to Section 12 hereof or otherwise, the accrued fees payable to the Collateral Manager, if any, shall be prorated for any partial periods between the Payment Dates during which this Agreement was in effect and shall be due and payable on the first Payment Date following the date of such termination, together with all expenses payable to the Collateral Manager in accordance with Section 6 hereof, and subject to the provisions of the Indenture and the Priority of Payments.

(j)Any designee of the Collateral Manager in its capacity as Designated Transaction Representative pursuant to Section 2(b) shall receive as compensation for the performance of its

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obligations hereunder and under the Indenture, to the extent not waived pursuant to clause (b) above, a fee, payable monthly in arrears on each Payment Date in accordance with the Priority of Payments, equal to $25,000 per annum (the “Benchmark Transition Fee”). Each Benchmark Transition Fee will be calculated for each Interest Accrual Period on a 30/360 basis. If on any Payment Date there are insufficient funds to pay such Benchmark Transition Fee (and/or any other amounts due and payable to such designee) in full, in accordance with the Priority of Payments, the amount not so paid shall be deferred and such amounts shall be payable on such later Payment Date on which funds are available therefor as provided in the Priority of Payments set forth in the Indenture. Any accrued and unpaid Benchmark Transition Fee that is deferred due to the operation of the Priority of Payments shall accrue interest at a per annum rate equal to the Benchmark in effect for the applicable Interest Accrual Period computed on an actual/360 day basis and shall be paid as a Company Administrative Expense. By its acceptance, such designee shall be deemed to have agreed not to cause the filing of a petition in bankruptcy, insolvency or winding-up against the Issuer for the nonpayment of any amounts due it hereunder except in accordance with Section 18 hereof and, subject to the provisions of Section 12, to continue to serve in such capacity. If this Agreement is terminated pursuant to Section 12 hereof or otherwise, the accrued Benchmark Transition Fees payable to such designee, if any, shall be prorated for any partial periods between the Payment Dates during which this Agreement was in effect and shall be due and payable on the first Payment Date following the date of such termination, together with all expenses payable to such designee in accordance with Section 6 hereof, and subject to the provisions of the Indenture and the Priority of Payments.

8.Non-Exclusivity. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in any other businesses or providing investment management, advisory or other types of services to any Persons, including the Issuer, the Trustee and the Noteholders; provided, however, that the Collateral Manager may not take any of the foregoing actions which the Collateral Manager knows or reasonably should know (a) would require the Issuer or the Collateral Manager to register as an “investment company” under the Investment Company Act or (b) would with respect to the Issuer violate any provisions of federal or state law applicable to the Collateral Manager or any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, which in the case of clause (b), would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture.

9.Conflicts of Interest. (a) After (but excluding) the Closing Date , the Collateral Manager will not cause the Issuer to enter into any transaction with the Collateral Manager or any of its Affiliates as principal unless the applicable terms and conditions set forth in Section 3(b) are complied with.

(k)The Collateral Manager shall perform its obligations hereunder in accordance with the requirements of the Advisers Act and the Indenture. The Issuer acknowledges (i) that the Collateral Manager or its Affiliates will sell Collateral Interests to the Issuer on or prior to the Closing Date and (ii) that the Collateral Manager Related Parties may at times own Notes of one or more Classes. After the Closing Date, the Collateral Manager agrees to provide the Trustee with written notice upon the acquisition or transfer (after, but excluding, the Closing Date) of any Notes held by Collateral Manager Related Parties.

(l)Nothing herein shall prevent the Collateral Manager or any of its Affiliates or officers and managers of the Collateral Manager from engaging in other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or any other Person. Without prejudice to the generality of the foregoing, managers, officers,

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employees and agents of the Collateral Manager, Affiliates of the Collateral Manager, and the Collateral Manager may, subject to the Indenture, among other things:

(i)serve as directors (whether supervisory or managing), officers, employees, partners, members, managers, agents, nominees or signatories for the Issuer or any Affiliate thereof, or for any obligor in respect of any of the Collateral Interests or Eligible Investments, or any of their respective Affiliates, except to the extent prohibited by their respective Loan Documents, as from time to time amended; provided that (x) in the reasonable judgment of the Collateral Manager, such activity will not have an adverse effect on the ability of the Issuer or the Trustee to enforce its respective rights with respect to any Collateral and (y) nothing in this paragraph shall be deemed to limit the duties of the Collateral Manager set forth in Section 1 hereof;

(ii)serve as the Servicer or the Special Servicer pursuant to the Servicing Agreement or Advancing Agent pursuant to the Indenture;

(iii)receive fees for services of whatever nature rendered to an obligor in respect of any of the Collateral Interests or Eligible Investments, including acting as master servicer, sub-servicer or special servicer with respect to any Loan or senior participation interest therein constituting or underlying any Collateral Interest; provided that (x) in the reasonable judgment of the Collateral Manager, such activity will not have a material adverse effect on the ability of the Issuer or the Trustee to enforce its respective rights with respect to any of the Collateral and (y) in the reasonable judgment of the Collateral Manager, such activity by any Affiliate of the Collateral Manager as to which the Collateral Manager has actual knowledge, will not have a material adverse effect on the ability of the Issuer or the Trustee to enforce its respective rights with respect to any of the Collateral;

(iv)be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates and be paid therefor;

(v)be a secured or unsecured creditor of, or hold an equity interest in the Issuer, its Affiliates or any obligor of any Collateral Interest or Eligible Investment; provided, however, that the Collateral Manager may not be such a creditor or hold any of such interests if, in the opinion of counsel to the Issuer, the existence of such interest would require registration of the Issuer or the pool of Collateral Interests and Eligible Investments as an “investment company” under the Investment Company Act or violate any provisions of federal or applicable state law or any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, which in the case of clause (B) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture;

(vi)except as otherwise provided in this Section 9, sell any Collateral Interest or Eligible Investment to, or purchase any Collateral Interest from, the Issuer while acting in the capacity of principal or agent; and

(vii)subject to its obligations in Section 1 hereof to protect the Holder of the Income Notes, serve as a member of any “creditors’ board” with respect to any Defaulted Collateral Interest, Eligible Investment or with respect to any Loan or the respective borrower for any such Loan.

It is understood that the Collateral Manager and any of its Affiliates may engage in any other business and furnish investment management and advisory services to others, including Persons that may have investment policies similar to those followed by the Collateral Manager

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with respect to the Collateral and that may own instruments of the same class, or of the same type, as the Collateral Interests or other instruments of the obligors of Collateral Interests and may manage portfolios similar to the Collateral. The Collateral Manager and its Affiliates shall be free, in their sole discretion, to make recommendations to others, or effect transactions on behalf of themselves or for others, which may be the same as or different from those the Collateral Manager causes the Issuer to effect with respect to the Collateral.

The Collateral Manager and its Affiliates may cause or advise their respective clients to invest in instruments that would be appropriate as security for the Secured Notes. Such investments may be different from those made on behalf of the Issuer. The Collateral Manager, its Affiliates and their respective clients may have ongoing relationships with Persons whose instruments are pledged to secure the Secured Notes and may own instruments issued by, or loans to, issuers of the Collateral Interests or to any borrower or Affiliate of any borrower on any Loans or the Eligible Investments. The Collateral Manager and its Affiliates may cause or advise their respective clients to invest in instruments that are senior to, or have interests different from or adverse to, the instruments that are pledged to secure the Secured Notes.

Nothing contained in this Agreement shall prevent the Collateral Manager or any of its Affiliates from recommending to or directing any other account to buy or sell, at any time, securities of the same kind or class, or securities of a different kind or class of the same issuer, as those directed by the Collateral Manager to be purchased or sold hereunder. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates, and any member, manager, officer, director, stockholder or employee of the Collateral Manager or any such Affiliate or any member of their families or a Person advised by the Collateral Manager may have an interest in a particular transaction or in securities of the same kind or class, or securities of a different kind or class of the same issuer, as those purchased or sold by the Collateral Manager hereunder. When the Collateral Manager is considering purchases or sales for the Issuer and one or more of such other accounts at the same time, the Collateral Manager shall allocate available investments or opportunities for sales in its discretion and make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments, in accordance with applicable law.

Subject to the Indenture and the provisions of this Agreement, the Collateral Manager shall not be obligated to pursue any specific investment strategy or opportunity that may arise with respect to the Collateral.

The Issuer hereby consents to the various potential and actual conflicts of interest that may exist with respect to the Collateral Manager as described above; provided, however, that nothing contained in this Section 9 shall be construed as altering or limiting the duties of the Collateral Manager set forth in this Agreement or in the Indenture nor the requirement of any law, rule or regulation applicable to the Collateral Manager.

10.Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by an authorized representative of the

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Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed-upon time during normal business hours and upon reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained in connection with the services rendered hereunder and shall not disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral, (vii) in connection with the enforcement of the Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto, (viii) to the Trustee and (ix) to Holders and potential purchasers of any of the Notes.

11.Term. This Agreement shall become effective on the Closing Date and shall continue in full force and effect until the first of the following occurs: (a) the payment in full of the Notes and the termination of the Indenture in accordance with its terms, (b) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Notes and the Issuer, or (c) the termination of this Agreement pursuant to Section 12 hereof.

12.Removal, Resignation and Replacement. (a) If a Collateral Manager Termination Event (as defined in the Servicing Agreement) has occurred and has not been remedied, the Collateral Manager may be removed under the Servicing Agreement and this Agreement as provided in the Servicing Agreement.

The Collateral Manager shall notify the Trustee, the Note Administrator, the Rating Agencies, the Servicer, the Special Servicer and the Issuer in writing promptly upon becoming aware of any event that constitutes a Collateral Manager Termination Event.

(m)The Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer, the Trustee, the Note Administrator and the Rating Agencies; provided, however, that the Collateral Manager shall have the right to resign without prior notice if, due to a change in any applicable law or regulation or interpretation thereof, the performance by the Collateral Manager of its duties under this Agreement would (i) adversely affect INCREF Sub-REIT LLC’s or a subsequent REIT’s status as a REIT, the Issuer’s status as a Qualified REIT Subsidiary (within the meaning of Section 856(i)(2) of the Code) or another disregarded entity of INCREF Sub-REIT LLC or such subsequent REIT, as applicable, for U.S. federal income tax purposes or (ii) constitute a violation of such applicable law or regulation. The Issuer shall use its best efforts to appoint a successor Collateral Manager to assume such duties.

(n)No removal or resignation of the Collateral Manager shall be effective unless the Collateral Manager Replacement Conditions are satisfied.

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For purposes of this Agreement, “Collateral Manager Replacement Conditions” means all of the following:

(i)written notice of the applicable resignation, removal or assignment is provided to the Noteholders as required under this Agreement;

(ii)the Rating Agency Condition is satisfied;

(iii)a replacement Collateral Manager (“Replacement Collateral Manager”) is appointed by the Issuer and agrees in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement;

(iv)the Replacement Collateral Manager has demonstrated an ability to professionally and competently perform duties similar to those imposed on the Collateral Manager;

(v)the Replacement Collateral Manager is legally qualified and has the capacity to act as Collateral Manager;

(vi)the appointment of the Replacement Collateral Manager will not cause or result in the Issuer becoming an “investment company” under the Investment Company Act;

(vii)the appointment of the Replacement Collateral Manager will not cause the Issuer or the pool of Collateral to become subject to income or withholding tax that would not have been imposed but for such appointment;

(viii)if the proposed Replacement Collateral Manager is an affiliate of the Collateral Manager, either (x) such assignment would not constitute an “assignment” under the Adviser’s Act or (y) the Issuer has provided the Noteholders notice of such proposed appointment and the holders of at least a majority of the aggregate outstanding principal amount of each Class of Notes (excluding any Notes held by Collateral Manager Related Parties) do not disapprove of such proposed Replacement Collateral Manager in writing within 30 days of notice of such appointment; and

(ix)if the proposed Replacement Collateral Manager is not an affiliate of the Collateral Manager, the Issuer has provided the Noteholders notice of such proposed appointment and the holders of at least a majority of the aggregate outstanding principal amount of each Class of Notes (excluding any Notes held by Collateral Manager Related Parties to the extent the Collateral Manager has been removed after the occurrence of a Collateral Manager Termination Event) do not disapprove of such proposed Replacement Collateral Manager in writing within 30 days of notice of such appointment.

(o)Upon the resignation or removal of the Collateral Manager while any of the Notes are Outstanding, a Majority Income Noteholder(excluding any Income Notes held by the Collateral Manager Related Parties to the extent the Replacement Collateral Manager is an Affiliate of the Collateral Manager or the Collateral Manager has been removed upon the occurrence of a Collateral Manager Termination Event) will have the right to instruct the Issuer to appoint an institution identified by such Holders as Replacement Collateral Manager; provided that in the event that 100% of the aggregate outstanding Income Notes are held by any one or more of the Collateral Manager Related Parties and the proposed Replacement Collateral Manager is an Affiliate of the Collateral Manager, the holders of at least a Majority of most junior class of Notes not 100% owned by the Collateral Manager Related Parties (excluding any

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Notes held by the Collateral Manager Related Parties to the extent the Replacement Collateral Manager is an Affiliate of the Collateral Manager or the Collateral Manager has been removed upon the occurrence of a Collateral Manager Termination Event) may direct the Issuer to appoint an institution identified by such Holders as replacement Collateral Manager.

(p)In the event that the Collateral Manager resigns pursuant to Section 12(c) or is removed pursuant to Section 12(a) hereof and the Collateral Manager and the Issuer have not appointed a successor prior to the day following the removal (or resignation) date specified in such notice, the Collateral Manager will be entitled to appoint a Replacement Collateral Manager within 60 days thereafter, subject to the satisfaction of clauses (b) through (h) of the Collateral Manager Replacement Conditions. In the event a proposed Replacement Collateral Manager is not approved by the Holders of a Majority of each Class of Notes within 30 days of the notice of such resignation or removal, the resigning or removed Collateral Manager may petition any court of competent jurisdiction for the appointment of a Replacement Collateral Manager, which appointment will not require the consent of, or be subject to the disapproval of, the Issuer or any Noteholder. Upon expiration of the applicable notice periods with respect to termination specified in Section 12(a) or (c) hereof, and upon acceptance of such appointment by a Replacement Collateral Manager, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any person or entity pass to and be vested in the Replacement Collateral Manager upon the appointment thereof.

Notwithstanding any provision contained in this Agreement, the Indenture or otherwise, so long as the Collateral Manager continues to perform its obligations hereunder and has not waived the Collateral Manager Fee, the Collateral Manager Fee shall continue to accrue for the benefit of the Collateral Manager until termination of this Agreement under this Section 12 shall become effective as set forth herein. In addition, the Collateral Manager shall, subject to Section 6, be entitled to reimbursement of out-of-pocket expenses incurred in cooperating with the Replacement Collateral Manager, including in connection with the delivery of any documents or property. In the event that the Collateral Manager is removed or resigns and a Replacement Collateral Manager is appointed, such former Collateral Manager (to the extent such former Collateral Manager is an entity other than Invesco Advisers or any Affiliate thereof) nonetheless shall be entitled to receive payment of all unpaid Collateral Manager Fees accrued through the effective date of the removal or resignation, to the extent that funds are available for that purpose in accordance with the Priority of Payments, and such payments shall rank in the Priority of Payments pari passu with the Collateral Manager Fees due to the Replacement Collateral Manager.

(q)Upon the effective date of termination of this Agreement, the Collateral Manager shall as soon as practicable:

(i)deliver to the Issuer, or as the Issuer directs, all property and documents of the Trustee, the Note Administrator or the Issuer or otherwise relating to the Collateral then in the custody of the Collateral Manager (although the Collateral Manager may keep copies of such documents for its records); and

(ii)deliver to the Trustee and the Note Administrator an accounting with respect to the books and records delivered to the Issuer or the Replacement Collateral Manager appointed pursuant to this Section 12 hereof.

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The Collateral Manager shall reasonably assist and cooperate with the Trustee, the Note Administrator and the Issuer (as reasonably requested by the Trustee, the Note Administrator or the Issuer) in the assumption of the Collateral Manager’s duties by any Replacement Collateral Manager as provided for in this Agreement, as applicable. Notwithstanding such termination, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 13 hereof) for the Collateral Manager’s acts or omissions hereunder arising prior to its termination as Collateral Manager hereunder and for any expenses, losses, damages, liabilities, demands, charges and claims (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by it in Section 5 hereof or from any failure of the Collateral Manager to comply with the provisions of this Section 12(g).

(r)The Collateral Manager agrees that, notwithstanding any termination, the Collateral Manager shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) so long as the Collateral Manager shall have been offered (in its judgment) reasonable security, indemnity or other provision against the cost, expenses and liabilities that might be incurred in connection therewith, but, in any event, shall not be required to make any admission or to take any action against the Collateral Manager’s own interests or the interests of other funds and accounts advised by the Collateral Manager.

(s)If this Agreement is terminated pursuant to Section 12(a) or (c) hereof, such termination shall be without any further liability or obligation of the Issuer or the Collateral Manager to the other, except as provided in Sections 6, 7, 12 and 13 and the last sentence of Section 10 hereof.

13.Liability of Collateral Manager and INCREF Investments. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for from the Collateral Manager hereunder and under the Indenture in the manner prescribed herein and therein. The Collateral Manager and its Affiliates, and each of their respective partners, shareholders, members, managers, officers, directors, employees, agents, accountants and attorneys shall have no liability to the Noteholders, the Trustee, the Note Administrator, the Issuer, the Placement Agents or any of their respective Affiliates, partners, shareholders, officers, directors, employees, agents, accountants and attorneys, for any error of judgment, mistake of law, or for any claim, loss, liability, damage, settlement, costs, or other expenses (including reasonable attorneys’ fees and court costs) of any nature whatsoever (collectively “Liabilities”) that arise out of or in connection with any act or omissions of the Collateral Manager in the performance of its duties under this Agreement or the other Transaction Documents or for any decrease in the value of the Collateral Interests or Eligible Investments, except (i) by reason of acts or omissions constituting bad faith, willful misconduct or negligence in the performance of, or negligent disregard of, the duties of the Collateral Manager hereunder and under the terms of the other Transaction Documents and (ii) with respect to the information concerning the Collateral Manager under the heading “The Collateral Manager” in the Offering Memorandum containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer agrees that the Collateral Manager shall not be liable for any consequential, special, exemplary or punitive damages hereunder. The breaches described in Section 13(a)(i) and (ii) are collectively referred to for purposes of this Section 13 as “Collateral Manager Breaches.”

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(t)For so long as (i) Invesco Advisers or any of its Affiliates is the Collateral Manager hereunder, INCREF Investments, and (ii) Invesco Advisers or any of its Affiliates is not the Collateral Manager hereunder, the Collateral Manager, shall indemnify, defend and hold harmless the Issuer and each of its partners, shareholders, members, managers, officers, directors, employees, agents, accountants and attorneys (each, an “Issuer Indemnified Party”) from and against any Liabilities which are incurred as a direct consequence of the Collateral Manager Breaches, except for liability to which such Issuer Indemnified Party would be subject by reason of willful misconduct, bad faith, negligence in the performance of, or negligent disregard of, the obligations of the Issuer hereunder and under the terms of the Indenture.

(u)The Issuer shall reimburse, indemnify and hold harmless the Collateral Manager, its members, managers, directors, officers, stockholders, partners, agents and employees and any Affiliate of the Collateral Manager and its directors, officers, stockholders, partners, members, agents and employees (the Collateral Manager and such other persons collectively, the “Collateral Manager Indemnified Parties”) from any and all Liabilities, as are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation (whether or not such Collateral Manager Indemnified Party is a party) caused by, or arising out of or in connection with this Agreement, the Indenture and the transactions contemplated hereby and thereby, including the issuance of the Notes, or any acts or omissions of any Collateral Manager Indemnified Parties except those that are the result of Collateral Manager Breaches. Any amounts payable by the Issuer under this Section 13(c) shall be payable only subject to the Priority of Payments set forth in the Indenture and to the extent Collateral are available therefor.

(v)With respect to any claim made or threatened against an Issuer Indemnified Party or a Collateral Manager Indemnified Party (each an “Indemnified Party”), or compulsory process or request or other notice of any loss, claim, damage or liability served upon an Indemnified Party, for which such Indemnified Party is or may be entitled to indemnification under this Section 13, such Indemnified Party shall (or, with respect to Indemnified Parties that are directors, managers, officers, stockholders, members, managers, agents or employees of the Issuer or the Collateral Manager, the Issuer or the Collateral Manager, as the case may be, shall cause such Indemnified Party to):

(i)give written notice to the indemnifying party of such claim within ten Business Days after such Indemnified Party’s receipt of actual notice that such claim is made or threatened, which notice to the indemnifying party shall specify in reasonable detail the nature of the claim and the amount (or an estimate of the amount) of the claim; provided, however, that the failure of any Indemnified Party to provide such notice to the indemnifying party shall not relieve the indemnifying party of its obligations under this Section 13 unless the rights or defenses available to the Indemnified Party are materially prejudiced or otherwise forfeited by reason of such failure;

(ii)at the indemnifying party’s expense, provide the indemnifying party such information and cooperation with respect to such claim as the indemnifying party may reasonably require, including making appropriate personnel available to the indemnifying party at such reasonable times as the indemnifying party may request;

(iii)at the indemnifying party’s expense, cooperate and take all such steps as the indemnifying party may reasonably request to preserve and protect any defense to such claim;

(iv)in the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the indemnifying party the right, which the indemnifying party may

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exercise in its sole discretion and at its expense, to participate in the investigation, defense and settlement of such claim;

(v)neither incur any material expense to defend against nor release or settle any such claim or make any admission with respect thereto (other than routine or incontestable admissions or factual admissions the failure to make of which would expose such Indemnified Party to unindemnified liability) nor permit a default or consent to the entry of any judgment in respect thereof, in each case without the prior written consent of the indemnifying party; and

(vi)upon reasonable prior notice, afford to the indemnifying party the right, in such party’s sole discretion and at such party’s sole expense, to assume the defense of such claim, including the right to designate counsel reasonably acceptable to the Indemnified Party and to control all negotiations, litigation, arbitration, settlements, compromises and appeals of such claim; provided that if the indemnifying party assumes the defense of such claim, it shall not be liable for any fees and expenses of counsel for any Indemnified Party incurred thereafter in connection with such claim except that, if such Indemnified Party reasonably determines that counsel designated by the indemnifying party has a conflict of interest, such indemnifying party shall pay the reasonable fees and disbursements of one counsel (in addition to any local counsel) separate from such indemnifying party’s own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; and provided, further, that the indemnifying party shall not have the right, without the Indemnified Party’s written consent, to settle any such claim if, in a case where the Issuer is the indemnifying party, the Issuer does not make available (in accordance with the Priority of Payments), in a segregated account available only for this purpose, the full amount required to pay any amounts due from the Indemnified Party under such settlement or, in any case, such settlement (A) arises from or is part of any criminal action, suit or proceeding, (B) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgement of, any liability or wrongdoing on the part of the Indemnified Party, (C) relates to any federal, state or local tax matters or (D) provides for injunctive relief, or other relief other than damages, which is binding on the Indemnified Party.

(w)In the event that any Indemnified Party waives its right to indemnification hereunder, the indemnifying party shall not be entitled to appoint counsel to represent such Indemnified Party nor shall the indemnifying party reimburse such Indemnified Party for any costs of counsel to such Indemnified Party.

(x)Nothing herein shall in any way constitute a waiver or limitation of any rights that the Issuer or the Collateral Manager or INCREF Investments may have under any United States federal or state securities laws.

14.Obligations of Collateral Manager. (a) Unless otherwise required by a provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with negligent disregard take any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to materially adversely affect the Issuer for purposes of Delaware law, United States federal or state law or any other law known to the Collateral Manager to be applicable to the Issuer, (ii) would not be permitted under the Issuer’s Governing Documents, (iii) would require registration of the Issuer or the Collateral as an “investment company” under the Investment Company Act, (iv) would cause the Issuer to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary, (vi) would have a materially adverse United States federal or state

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income tax effect on the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager notifies the Issuer immediately after entering into any such reportable transactions.

The Collateral Manager shall not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral Manager shall not cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers or the Trustee.

(y)The Collateral Manager to the extent required under the Indenture, and on behalf of the Issuer, shall: (i) engage the services of an Independent certified accountant to prepare any United States federal, state or local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each, a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law.

(z)Notwithstanding anything to the contrary herein, the Collateral Manager or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable law that the Collateral Manager or any Affiliate of the Collateral Manager deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Interests.

15.No Partnership or Joint Venture. The Issuer and the Collateral Manager are not partners or joint venturers with each other, and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them. The Collateral Manager’s relation to the Issuer shall be that of an independent contractor and not a general agent. Except as expressly provided in this Agreement and in the Indenture, the Collateral Manager shall not have authority to act for or represent the Issuer in any way and shall not otherwise be deemed to be the Issuer’s agent.

16.Notices. Any notice from a party under this Agreement shall be in writing and addressed and delivered or sent by certified mail, postage prepaid, return receipt requested, or by overnight or second day delivery by a nationally recognized courier, such as FedEx or UPS, to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that:

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the address of the Issuer for this purpose shall be:

INCREF 2025-FL1 LLC

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

Attention: Donald J. Puglisi

E-mail: dpuglisi@puglisiassoc.com

with a copy to the Collateral Manager (as addressed below); and

the address of the Collateral Manager for this purpose shall be:

Invesco Advisers, Inc.
c/o Invesco Real Estate
2300 N. Field Street, Suite 1200
Dallas, Texas 75201
Attention: Susan Mitchell
Email: Susan.Mitchell2@Invesco.com

with a copy to:

Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Steven Kolyer

17.Succession; Assignment. This Agreement shall inure to the benefit of, and be binding upon the successors to, the parties hereto. Any assignment of this Agreement by operation of law or otherwise to any Person, in whole or in part, by the Collateral Manager shall be deemed null and void unless the Collateral Manager Replacement Conditions are satisfied.

Any assignment consented to by the Issuer in accordance with Article 15 of the Indenture shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer, the Note Administrator and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager and INCREF Investments shall be released from further obligations pursuant to this Agreement, except with respect to the Collateral Manager’s or INCREF Investments’ obligations arising under Section 13 of this Agreement prior to such assignment and except with respect to the Collateral Manager’s obligations under the last sentence of Section 10 and Sections 7 and 12 hereof.

- 22 -

This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager, the Note Administrator and the Trustee (subject to the satisfaction of the Rating Agency Condition), except in the case of assignment by the Issuer to (i) an entity that is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound hereunder and thereunder or (ii) the Trustee as contemplated by the Indenture (and, in connection therewith, the Collateral Manager agrees to be bound by Article 15 of the Indenture). In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Collateral Manager hereby consents to the assignment and other matters set forth in Article 15 of the Indenture.

18.No Bankruptcy Petition/Limited Recourse. The Collateral Manager covenants and agrees that, prior to the date that is one year and one day (or, if longer, the applicable preference period then in effect and one day) after the payment in full of all Notes issued by the Issuer under the Indenture, the Collateral Manager will not institute against, or join any other Person in instituting against, the Issuer (or any Issuer Subsidiary) any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, winding up, reorganization or similar law of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect and one day) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or (y) any involuntary insolvency proceeding filed or commenced against the Issuer by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement, in each case, from time to time and ant any time shall be limited solely to the Collateral Interests and the other Collateral available at such time and payable in accordance with the Priority of Payments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer to pay such deficiencies shall be extinguished and shall not thereafter revive. The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be solely the limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. The provisions of this Section 18 shall survive the termination of this Agreement for any reason whatsoever.

19.Rating Agency Information. All information and notices required to be delivered to the Rating Agencies pursuant to this Agreement or requested by the Rating Agencies in connection herewith, shall first be provided in electronic format to the 17g-5 Information

- 23 -

Provider in compliance with the terms of the Indenture (who shall post such information to the 17g‑5 Website in accordance with Section 14.13 of the Indenture).

Each party hereto, insofar as it may communicate with any Rating Agency pursuant to any provision of this Agreement, each other party to this Agreement, agrees to comply (and to cause each and every sub-servicer, subcontractor, vendor or agent for such Person and each of its officers, directors and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 19 and shall not deliver to any Rating Agency any report, statement, request or other information relating to the Notes or the Collateral Interests other than in compliance with such provisions.

None of the foregoing restrictions in this Section 19 prohibit or restrict oral or written communications, or providing information, between the Collateral Manager, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings, if any, it assigns to such party, (ii) such Rating Agency’s approval, if any, of such party as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of such party’s servicing operations in general; provided, however, that such party shall not provide any information relating to the Notes or the Collateral Interests to any Rating Agency in connection with any such review and evaluation by such Rating Agency unless (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded onto the 17g-5 Website.

20.Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the conflict of laws principles thereof. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably (i) submits to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and (ii) waives any objection that such party may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction, nor shall the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. The Collateral Manager irrevocably consents to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process in accordance with Section 16 above to the Collateral Manager at the Collateral Manager’s address set forth in Section 16, or such other address as the Collateral Manager may advise the Issuer in writing. The Issuer consents to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process to it c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, Attention: Donald J. Puglisi, Email: dpuglisi@puglisiassoc.com , with a copy to: INCREF 2025-FL1 LLC, c/o Invesco Real Estate, 2300 N. Field Street, Suite 1200, Dallas, Texas 75201, Attention: Susan Mitchell, Email: Susan.Mitchell2@Invesco.com, with a copy to: Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Steven Kolyer, E-Mail: SKolyer@sidley.com (and any successor entity), as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon The Corporation Trust Company shall be deemed in every respect effective service of process upon it in any such suit,

- 24 -

action or proceeding and shall be taken and held to be valid personal service upon it. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(aa)The captions in this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(ab)In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

(ac)This Agreement (including Exhibit A attached hereto) may be modified without the prior written consent of the Trustee, the Note Administrator or the Holders of Notes to correct any inconsistency or cure any ambiguity or mistake or to provide for any other modification that does not materially and adversely affect the rights of any Noteholder. Any other amendment of this Agreement (including Exhibit A attached hereto) shall require the prior written consent of a Majority of each Class of Notes that would be materially and adversely affected by such proposed amendment.

(ad)This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes all other prior and contemporaneous understandings and agreements, whether written or oral, between the parties hereto concerning this subject matter (other than the Indenture).

(ae)The Collateral Manager hereby agrees and consents to the terms of Section 15.1(f) of the Indenture applicable to the Collateral Manager and shall perform any provisions of the Indenture made applicable to the Collateral Manager by the Indenture as required by Section 15.1(f) of the Indenture. The Collateral Manager agrees that all of the representations, covenants and agreements made by the Collateral Manager herein are also for the benefit of the Trustee, the Note Administrator and the Noteholders.

(af)This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This Agreement shall be valid, binding and enforceable against a party (and any respective successors and permitted assigns thereof) when executed and delivered by an authorized individual on behalf of such party by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any other electronic signature permitted by the U.S. Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signature law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case, to the extent applicable; provided that original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity and legal effect as an original manual signature, and shall be equally admissible for evidentiary

- 25 -

purposes. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by electronic transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

(ag)The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “but not limited to.”

(ah)Subject to the last sentence of the penultimate paragraph of Section 1 hereof, in the event of a conflict between the terms of this Agreement and the Indenture, including with respect to the obligations of the Collateral Manager hereunder and thereunder, the terms of this Agreement shall be controlling.

(ai)No failure or delay on the part of any party hereto to exercise any right or remedy under this Agreement shall operate as a waiver thereof, and no waiver shall be effective unless it is in writing and signed by the party granting such waiver.

(aj)This Agreement is made solely for the benefit of the Issuer, the Collateral Manager, the Note Administrator and the Trustee, on behalf of the Noteholders, their successors and assigns, and no other person shall have any right, benefit or interest under or because of this Agreement.

(ak)The Collateral Manager hereby irrevocably waives any rights it may have to set off against the Collateral.

(al)No Noteholder is a third party beneficiary under this Agreement for any purpose or has any independent rights hereunder.

[SIGNATURE PAGES FOLLOW]

- 26 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives as of the day and year first above written,

INCREF 2025-FL1 LLC,
as Issuer

By: /s/ Jaime Kelley
Name: Jaime Kelley
Title: Authorized Officer

INCREF 2025-FL1 – Collateral Management Agreement

INVESCO ADVISERS, INC.
as Collateral Manager

By: /s/ Stephanie Holder
Name: Stephanie Holder
Title: Vice President

INCREF 2025-FL1 – Collateral Management Agreement

Solely with respect to Section 13:

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP

By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner

By: /s/ Jaime Kelley
Name: Jaime Kelley
Title: Authorized Officer

INCREF 2025-FL1 – Collateral Management Agreement

EXHIBIT A

Advisory Committee Guidelines

1.General.

If, at any time after and excluding the Closing Date, the Collateral Manager desires to direct a Restricted Transaction, before effecting such trade, it shall first present such Restricted Transaction to the Advisory Committee for (1) review and prior approval and (2) a determination by the Advisory Committee that such Restricted Transaction is on terms (including, but not limited to, the purchase price) substantially as favorable to the Issuer as would be the case if such transaction were effected with Persons not so affiliated with the Collateral Manager or any of its Affiliates, subject to a requirement that the purchase price in respect of any Collateral Interest acquired by the Issuer from a Seller pursuant to such a direct trade is at least equal to the fair market value of such Collateral Interest.

2.Composition of the Advisory Committee.

The Advisory Committee must be comprised of at least one person (which may be an individual or an entity), who is not an Affiliate of the Collateral Manager (each such person, an “Independent Member”).

The Advisory Committee also may have one or more members appointed by the Collateral Manager and employed by the Collateral Manager or an Affiliate thereof (each such person, an “Affiliated Member”).

3.Requisite Experience.

Each member of the Advisory Committee must at the time of appointment and at all relevant times thereafter have Requisite Experience.

The Collateral Manager and the Issuer will have the right to accept a representation and warranty from a member regarding its Requisite Experience, in the absence of actual knowledge by a responsible officer of the Collateral Manager to the contrary.

“Requisite Experience” means experience as a sophisticated investor, including, without limitation, in fixed income investing (directly and/or through investment vehicles) and/or substantial experience and knowledge in and of the commercial real estate loan market and related investment arenas, such that the relevant Advisory Committee member believes that it is capable of determining whether or not to participate in Advisory Committee decisions on the basis of the provisions described herein. Such person need not be a professional loan investor or loan originator.

4.Appointment of Initial Members of the Advisory Committee.

The initial members of the Advisory Committee may be appointed by the Collateral Manager.

Exh. A - 1

5.Removal of Independent Members of the Advisory Committee; Replacement of Independent Members of the Advisory Committee.

A Majority of the Controlling Class (excluding any Notes held by the Collateral Manager, any of its Affiliates or any funds (other than the Issuer) managed by the Collateral Manager or its Affiliates) shall have the right to remove any member of the Advisory Committee.

Any replacement Independent Member shall be selected by the Collateral Manager and must be approved by a Majority of the Controlling Class.

Any replacement Affiliated Member shall be appointed by the Collateral Manager.

The Collateral Manager will have the right to remove an Independent Member for “cause,” but such removal will be subject to the appointment of a successor Independent Member. For this purpose, “cause” will be defined narrowly (in an agreement to be entered into among each member of the Advisory Committee, the Collateral Manager and the Issuer) to mean failure to comply with the terms governing the Advisory Committee.

The Collateral Manager will have the right to remove any Affiliated Member at any time and in its sole discretion (with or without cause), and such removal will not be subject to the appointment of any successor Affiliated Member.

6.Term; Resignation of Members of the Advisory Committee.

Each member of the Advisory Committee will serve until it resigns, dies or is removed or until all of the Collateral Interests have been sold and the lien of the Indenture in respect thereto has been released, in each case as more particularly described in an agreement to be entered into between each member of the Advisory Committee and the Issuer.

Each member of the Advisory Committee will have the right to resign at any time, and such resignation will not be subject to the appointment of a replacement member.

7.Approval Process.

If, in accordance with the Collateral Management Agreement, the Collateral Manager wants the Issuer to consider a Restricted Transaction, the Collateral Manager will give notice of the proposed Restricted Transaction to the members of the Advisory Committee. The notice will contain the request by the Collateral Manager for the Advisory Committee’s consent to the Restricted Transaction. The notice will be accompanied by:

•an investment memorandum; and

•an underwriting analysis, in form and substance as the Collateral Manager or its affiliates would use in connection with its underwriting and approval of a loan similar to the Collateral Interests, including any analysis, reports or documents delivered to the related credit committee (the “Review Materials”).

Exh. A - 2

The investment memorandum (a) will be a reasonably detailed (anticipated to be approximately two pages) description of the proposed investment, the issuer thereof and related information and (b) will include information about the identity of any Affiliated Person involved in the proposed investment and the capacity in which it will be acting and a narrative about why, in the judgment of the Collateral Manager, the investment is appropriate to be purchased or sold by the Issuer, as the case may be. The notice will contain the Collateral Manager’s offer to provide additional information as requested to the Advisory Committee.

8.Unanimous Written Consent.

Regardless of the composition of the Advisory Committee, each Restricted Transaction must be approved in writing by each member of the Advisory Committee. The Advisory Committee will have no less than 10 Business Days after receipt of the Review Materials and any other information requested by the Advisory Committee to review such Restricted Transaction.

The members of the Advisory Committee are under no obligation to consent to a Restricted Transaction.

•If all of the members of the Advisory Committee approve a Restricted Transaction in writing, the Issuer will effect it at the option of the Collateral Manager.

•If the members of the Advisory Committee notify the Collateral Manager that the Advisory Committee will not approve the Restricted Transaction, the Issuer will not affect the Restricted Transaction.

If at any time the Advisory Committee does not have at least one Independent Member or any member does not have Requisite Experience, the Collateral Manager will not be permitted to use the Advisory Committee to approve any Restricted Transaction.

9.Indemnification; Compensation.

Each Independent Member shall receive arm’s length compensation by the Issuer for serving on the Advisory Committee as agreed between such member and the Issuer. Any such payment shall be payable by the Issuer as part of its expenses in accordance with the Priority of Payments (or, in the case of any amounts due on the Closing Date, from the gross proceeds of the sale of the Notes).

Pursuant to an agreement to be entered into between each member of the Advisory Committee and the Issuer, each member of the Advisory Committee will be entitled to indemnification from the Issuer and broad exculpation provisions, i.e., no liability except for such member’s willful misconduct or fraud.

10.Amendment.

These Advisory Committee Guidelines may not be amended without the prior written consent of the Independent Member.

Exh. A - 3

Exh. A - 4

Exhibit 10.5

EXECUTION VERSION


Dated as of May 7, 2025
By and Among INCREF 2025-FL1 LLC “ISSUER” INVESCO ADVISERS, INC., “COLLATERAL MANAGER” KEYBANK NATIONAL ASSOCIATION, “SERVICER” BELLWETHER ASSET SERVICES, LLC, “SPECIAL SERVICER” INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, “ADVANCING AGENT” WILMINGTON TRUST, NATIONAL ASSOCIATION “TRUSTEE” and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION “NOTE ADMINISTRATOR”
			SERVICING AGREEMENT

TABLE OF CONTENTS

Clause Page


ARTICLE I DEFINITIONS			-1-
Section 1.01. Defined Terms.			-1-
ARTICLE II RETENTION AND AUTHORITY OF SERVICER			-28-
Section 2.01. Engagement; Servicing Standard.			-28-
Section 2.02. Subservicing.			-30-
Section 2.03. Authority of the Servicer or the Special Servicer.			-32-
Section 2.04. Certain Calculations.			-33-
ARTICLE III SERVICES TO BE PERFORMED			-34-
Section 3.01. Servicing; Special Servicing.			-34-
Section 3.02. Escrow Accounts; Collection of Taxes, Assessments and Similar Items.			-37-
Section 3.03. Collection Account and Partitioned Loan Collection Account.			-38-
Section 3.04. Permitted Investments.			-41-
Section 3.05. Maintenance of Insurance Policies.			-41-
Section 3.06. Delivery and Possession of Servicing Files.			-43-
Section 3.07. Inspections; Financial Statements.			-43-
Section 3.08. Exercise of Remedies upon Loan Defaults.			-44-
Section 3.09. Enforcement of Due-On-Sale Clauses; Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.			-44-
Section 3.10. Appraisals; Realization upon Defaulted Collateral Interests.			-47-
Section 3.11. Annual Statement as to Compliance.			-50-
Section 3.12. Annual Independent Public Accountants’ Servicing Report.			-51-

-i-


Section 3.13. Title and Management of REO Properties and REO Accounts.			-51-
Section 3.14. Cash Collateral Accounts.			-53-
Section 3.15. Modification, Waiver, Amendment and Consents.			-54-
Section 3.16. Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report.			-57-
Section 3.17. [Reserved].			-59-
Section 3.18. Auction Call Redemption.			-60-
Section 3.19. Investor Q&A Forum and Rating Agency Q&A Forum and Servicer Document Request Tool.			-62-
Section 3.20. Duties under Indenture and other Transaction Documents; Miscellaneous.			-62-
Section 3.21. [Reserved].			-63-
Section 3.22. [Reserved].			-63-
Section 3.23. Certain Matters Related to the Partitioned Loans.			-63-
Section 3.24. Ongoing Future Advance Estimates.			-65-
ARTICLE IV STATEMENTS AND REPORTS			-67-
Section 4.01. Reporting by the Servicer and the Special Servicer.			-67-
Section 4.02. EU Transparency Requirements.			-69-
ARTICLE V SERVICER AND SPECIAL SERVICER COMPENSATION AND EXPENSES			-71-
Section 5.01. Servicing Compensation.			-71-
Section 5.02. Servicing Advances.			-72-
Section 5.03. Special Servicing Compensation.			-75-
ARTICLE VI THE SERVICER AND THE ISSUER			-76-
Section 6.01. No Assignment; Merger or Consolidation.			-76-
Section 6.02. Liability and Indemnification.			-77-

-ii-


Section 6.03. Eligibility; Successor, the Servicer or the Special Servicer.			-78-
ARTICLE VII REPRESENTATIONS AND WARRANTIES; TERMINATION EVENTS			-79-
Section 7.01. Representations and Warranties.			-79-
Section 7.02. Servicer Termination Event.			-84-
Section 7.03. Termination of the Special Servicer by the Collateral Manager.			-86-
Section 7.04. [Reserved].			-86-
Section 7.05. Note Administrator/Trustee Termination Event.			-86-
Section 7.06. Trustee to Act; Appointment of Successor.			-88-
Section 7.07. Collateral Manager Termination Event.			-89-
ARTICLE VIII TERMINATION; TRANSFER OF COLLATERAL INTERESTS			-91-
Section 8.01. Termination of Agreement.			-91-
Section 8.02. Transfer of Collateral Interests.			-92-
ARTICLE IX MISCELLANEOUS PROVISIONS			-92-
Section 9.01. Amendment; Waiver.			-92-
Section 9.02. Governing Law.			-93-
Section 9.03. Submission to Jurisdiction; Waiver of Jury Trial.			-93-
Section 9.04. Notices.			-93-
Section 9.05. Severability of Provisions.			-96-
Section 9.06. Inspection and Audit Rights.			-96-
Section 9.07. [Reserved].			-97-
Section 9.08. Binding Effect; No Partnership; Counterparts.			-97-
Section 9.09. Protection of Confidential Information.			-97-

-iii-


Section 9.10. General Interpretive Principles.			-97-
Section 9.11. Further Agreements.			-98-
Section 9.12. Rating Agency Notices.			-98-
Section 9.13. Limited Recourse and Non-Petition.			-99-
Section 9.14. Capacity of Trustee and Note Administrator.			-100-

EXHIBIT F SERVICING RESPONSIBILITY SCHEDULE

-iv-

THIS SERVICING AGREEMENT dated as of May 7, 2025 is by and among INCREF 2025-FL1 LLC, as issuer (the “Issuer”), Invesco Advisers, Inc., as collateral manager (the “Collateral Manager”), Wilmington Trust, National Association, as trustee (the “Trustee”), Computershare Trust Company, National Association, as note administrator (the “Note Administrator”), Invesco Commercial Real Estate Finance Investments, LP, as advancing agent (the “Advancing Agent”), KeyBank National Association, as servicer (the “Servicer”), and Bellwether Asset Services, LLC, as special servicer (the “Special Servicer”).

PRELIMINARY STATEMENTS

The Issuer desires to engage the Servicer, the Special Servicer, the Advancing Agent, the Trustee and the Note Administrator, and the Servicer, the Special Servicer, the Advancing Agent, the Trustee and the Note Administrator, desire to accept the Issuer’s engagement, to perform their respective duties with respect to the Loans in accordance with the provisions of this Agreement.

This Agreement shall become effective with respect to each Loan upon the related Transfer Date.

NOW, THEREFORE, in consideration of the recitals in this Preliminary Statement which are made a contractual part hereof, and of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.Defined Terms. Any capitalized term used herein without definition shall have the meaning ascribed to such term in the Indenture. In addition, whenever used in this Agreement, the following words and phrases, unless otherwise specified herein or the context otherwise requires, shall have the following meanings:

“15Ga-1 Notice”: As defined in Section 3.19.

“17g-5 Information Provider”: As defined in the Indenture.

“17g-5 Website”: As defined in the Indenture.

“Access Termination Notice”: As defined in the Future Funding Agreement.

“Additional Servicing Compensation”: (i) With respect to the Servicer, (a) fee or penalty amounts collected for checks or other items returned for insufficient funds; (b) subject to Section 3.04, all income and gain realized from the investment of funds deposited in the Servicing Accounts (other than the REO Accounts) and (c) other amounts set forth in Section 5.01(b); and (ii) with respect to the Special Servicer, (a) subject to Section 3.04, all income and gain realized from the investment of funds deposited in the REO Accounts and (b) other amounts set forth in Section 5.03(c).

-1-

“Administrative Modification”: Any modification, waiver or amendment directed by the Collateral Manager that, in the Collateral Manager’s reasonable judgement, relates exclusively to (i) with respect to any Loan, (a) in the case of a mismatch between any Benchmark Replacement (including any Benchmark Replacement Adjustment) on the Notes and the benchmark replacement (including any benchmark replacement adjustment) applicable to such Loan, (x) any alternative rate index and alternative rate spread that the Collateral Manager determines are reasonably necessary to reduce or eliminate such mismatch and (y) any corresponding changes to such Loan to match the applicable Benchmark Replacement Conforming Changes and/or to make any Loan-Level Benchmark Replacement Conforming Changes; (b) in the case of a mismatch between the index on such Loan and any Benchmark, the conversion of the index on such Loan to such Benchmark, including any spread adjustment that the Collateral Manager determines is reasonably necessary in connection therewith; or (c) in connection with the conversion of the index on such Loan to any Benchmark, the waiver of any obligor requirement to replace an interest rate cap based on such index with an interest rate cap based on such Benchmark; or (ii) with respect to any Loan other than a Credit Risk Loan, a Specially Serviced Loan or a Defaulted Loan, (a) exit fees, extension fees or default interest; (b) financial covenants (including cash management triggers and extension tests) relating (directly or indirectly) to debt yield, debt service coverage or loan-to-value; (c) prepayment fees (including in connection with defeasance and lockouts), yield or spread maintenance provisions or waiving any interest due in connection with a prepayment of the related Loan in full that relates to interest that accrues after the date of prepayment; (d) adding or modifying provisions related to partial releases of a Mortgaged Property, so long as the applicable release price in connection with such partial release is equal to at least 110% of the Allocated Loan Amount of the released Mortgaged Property; (e) reserve account minimum balance amounts and purposes, environmental remediation, zoning compliance, repair, maintenance and capex completion dates, release conditions or other reserve requirements (other than for taxes or insurance), including requirements to fund reserves in connection with extensions; (f) waivers or reductions of a SOFR or other benchmark floor (which reductions may not be to floor rates below zero) or waivers, reductions or deferrals of interest rate step-ups, provided (in each case) that after giving effect to such waiver, reduction or deferral, the Note Protection Tests are satisfied; (g) (1) waivers of a borrower being required to obtain an interest rate cap agreement in connection with (i) a loan extension of not more than ninety (90) days or (ii) any other loan extension and that, together with any required establishment by the borrower of fully funded cash reserves, provides protection that is substantially economically equivalent to the protection provided by such interest rate cap agreement, as determined by the Collateral Manager, or (2) otherwise amending an interest rate cap agreement to the extent that such amendment would not materially and adversely affect the Noteholders, as determined by the Collateral Manager; (h) the timing of, or conditions to, the funding of any Future Funding Participation; (i) sponsor or guarantor financial covenants relating to net worth, liquidity or other financial matters; (j) non-material modifications of deductible amounts with respect to insurance requirements; (k) Mortgaged Property lease approvals or modifications or leasing parameters (including in connection with releasing reserves or future funding amounts relating to leasing); (l) conditions precedent to extending the term of the Loan; or (m) approval of any replacement property manager; in each case, notwithstanding that any such modification, waiver or amendment referred to in this

-2-

definition may have the effect of delaying or deferring principal payments that would otherwise occur on the Loan prior to its fully extended maturity date.

“Advance Rate”: A per annum rate equal to the greater of the “Prime Rate” (as published from time to time in the “Money Rates” section of The Wall Street Journal) and 2.00% compounded annually.

“Advancing Agent”: Invesco Commercial Real Estate Finance Investments, LP, or its successors or assigns pursuant to the Indenture.

“Affiliate”: As defined in the Indenture.

“Affiliated Future Funding Participation Holder”: Any holder of a Future Funding Participation that is the Seller or an Affiliate of the Future Funding Indemnitor.

“Aggregate Outstanding Amount”: As defined in the Indenture.

“Agreement”: This Servicing Agreement, as the same may be modified, supplemented or amended from time to time.

“Appraisal”: An appraisal prepared by an Appraiser and certified by such Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as FIRREA.

“Appraisal Reduction Amount”: As defined in the Indenture.

“Appraisal Reduction Event”: As defined in the Indenture.

“Appraiser”: An Independent appraiser, selected by the Special Servicer (in consultation with the related Directing Holder), which is a member in good standing of the Appraisal Institute, and is certified or licensed in the state in which the relevant related Mortgaged Property is located, and that has a minimum of five years of experience in the appraisal of comparable properties.

“Article 7 Documents”: As defined in Section 4.02(e).

“Asset Status Report”: As defined in Section 3.16(f).

“Auction”: As defined in Section 3.18.

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“Auction Payment Date”: As defined in Section 3.18.

“Balloon Loan”: Any Loan that requires a payment of principal on the maturity date in excess of its constant Monthly Payment.

“Balloon Payment”: With respect to each Balloon Loan, the scheduled payment of principal due on the maturity date (less principal included in the applicable amortization schedule or scheduled Monthly Payment).

“Benchmark”: As defined in the Indenture.

“Benchmark Replacement”: As defined in the Indenture.

“Benchmark Replacement Adjustment”: As defined in the Indenture.

“Benchmark Replacement Conforming Changes”: As defined in the Indenture.

“Business Day”: As defined in the Indenture.

“Cash”: As defined in the Indenture.

“Cash Collateral”: As defined in Section 3.14.

“Cash Collateral Account”: As defined in Section 3.14.

“Closing Date”: May 7, 2025.

“Closing Date Collateral Interests”: As defined in the Indenture.

“Code”: As defined in the Indenture.

“Collateral”: As defined in the Indenture.

“Collateral Interest File”: As defined in the Indenture.

“Collateral Interest Purchase Agreement”: As defined in the Indenture.

“Collateral Interest Schedule”: A schedule of the Closing Date Collateral Interests beneficially owned by the Issuer which sets forth information with respect to such Collateral Interests and which may be amended from time to time by the parties hereto (without the consent or approval of any other Person) to add or delete Collateral Interests therefrom. An initial Collateral Interest Schedule is attached as Exhibit A hereto.

“Collateral Interests”: As defined in the Indenture.

“Collateral Management Agreement”: The Collateral Management Agreement, dated as of the date hereof, between the Issuer and the Collateral Manager.

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“Collateral Management Standard”: As defined in the Collateral Management Agreement.

“Collateral Manager”: Invesco Advisers, Inc., a Delaware corporation, as Collateral Manager under the Collateral Management Agreement, and any successor Collateral Manager appointed pursuant to the Collateral Management Agreement.

“Collateral Manager Related Parties”: As defined in Section 7.07.

“Collateral Manager Termination Event”: As defined in Section 7.07.

“Collection Account”: As defined in Section 3.03.

“Combined Loan”: As defined in the Indenture.

“Committed Warehouse Line”: A warehouse facility, repurchase facility or other similar financing facility pursuant to which the related lender has approved advances (at a 60% or greater advance rate) to fund future advance requirements under Future Funding Participations held by an Affiliated Future Funding Participation Holder, subject only to the satisfaction of general conditions precedent in the related facility documents.

“Companion Interest”: As defined in the Indenture.

“Companion Interest Holder”: The holder of any Companion Interest.

“Companion Interest Holder Register”: As defined in Section 3.24(b).

“Controlled Collateral Interest”: As defined in the Indenture.

“Corrected Loan”: Any Specially Serviced Loan that has become current and remained current for three consecutive Monthly Payments (for such purposes taking into account any modification or amendment of such Loan, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Obligor), and the servicing of which the Special Servicer has returned to the Servicer pursuant to Section 3.16(b) (provided that no additional default is foreseeable in the reasonable judgment of the Special Servicer and no other event or circumstance exists that causes such Loan to otherwise constitute a Specially Serviced Loan).

“Credit Risk Collateral Interest”: As defined in the Indenture.

“Credit Risk Loan”: A Loan with respect to which the related Collateral Interest is a Credit Risk Collateral Interest.

“CREFC®”: CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto.

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“CREFC® Comparative Financial Status Report”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC® Website, or such other final form for the presentation of such information and containing such additional information as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Servicer, the Special Servicer and the Note Administrator.

“CREFC® Investor Reporting Package”: The reporting package substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC® Investor Reporting Package” available as of the Closing Date on the CREFC® Website, or such other final form for the presentation of such information and containing such additional information as may from time to time be promulgated as recommended by CREFC® for commercial mortgage securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Servicer and the Special Servicer.

“CREFC® Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC® Website, or such other final form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Servicer, the Special Servicer and the Note Administrator. Notwithstanding any provision hereof, neither the CREFC Loan Periodic Update File, nor any other report or accounting prepared or performed by the Servicer, is required to include any allocation among the Collateral Interests of the fee payable to the Note Administrator or the fee payable to the Trustee.

“CREFC® NOI Adjustment Worksheet”: An annual report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website, or such other final form for the presentation of such information and containing such additional information as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Servicer, the Special Servicer and the Note Administrator.

“CREFC® Operating Statement Analysis Report”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CREFC® Website or in such other final form for the presentation of such information and containing such additional information as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that

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such other form contemplates such additional information, such other form must be reasonably acceptable to the Servicer, the Special Servicer and the Note Administrator.

“CREFC® Special Servicer Loan File”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC® Special Servicer Loan File” available as of the Closing Date on the CREFC® website, or such other final form for the presentation of such information and containing such additional information as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Servicer, the Special Servicer and the Note Administrator.

“CREFC® Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Performing Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called for therein for the Performing Loans, or such other form (including other portfolio review guidelines) for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

“CREFC® Website”: The website located at “www.crefc.org” or such other primary website as CREFC® may establish for dissemination of its report forms.

“Criteria-Based Modification”: With respect to any Serviced Loan other than a Loan related to a Credit Risk Collateral Interest, a Specially Serviced Loan or a Defaulted Loan, any modification, waiver or amendment directed by the Collateral Manager that would result in (i) a change in interest rate (other than as a result of any modification in accordance with clauses (i) or (ii)(f) of the definition of “Administrative Modification”), (ii) a delay in the required timing of any payment of principal for any prepayment, amortization or other principal reduction, (iii) permitting indirect owners of the related borrower to incur additional indebtedness in the form of a mezzanine loan or preferred equity, (iv) a change of maturity date or extended maturity date under such Loan or (v) an increase in the principal balance of such Loan that will be allocated solely to the related Companion Interest.

“Criteria-Based Modification Conditions”: The following conditions, satisfaction of which is required immediately after giving effect to a Criteria-Based Modification: (i) not more than 7 Criteria-Based Modifications have been effectuated after the end of the Reinvestment Period, provided that multiple simultaneous modifications to a single Collateral Interest or Crossed Loan Portfolio will be treated as a single Criteria-Based Modification; (ii) with respect to any Criteria-Based Modification effectuated after the Reinvestment Period, such Criteria-Based Modification does not include an increase in the principal balance of such Loan; (iii) no Event of Default has occurred and is continuing and the Note Protection Tests are satisfied; (iv) the related Collateral Interest complies with the Eligibility Criteria (for this purpose, assuming the related Collateral Interest was treated as a Reinvestment Collateral Interest acquired on the date of the modification), as adjusted by the EC Modification Adjustments; and (v) for any Criteria-Based Modification after the Reinvestment Period, the as-stabilized loan-to-value ratio

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of the related Loan and any additional indebtedness is not higher than the as-stabilized loan-to-value ratio of such Loan as of the Closing Date or the acquisition date of the related Collateral Interest by the Issuer, as determined based on an updated appraisal (or, when permitted by the terms of the Servicing Agreement, an existing appraisal that is less than 12 months old).

“Custodian”: Computershare Trust Company, National Association, a national banking association appointed as Custodian under the Indenture, or its successor under the Indenture.

“Cut-Off Date Collateral Interests”: As defined in the Indenture.

“Defaulted Collateral Interest”: Any Collateral Interest for which the related Loan is a Defaulted Loan.

“Defaulted Loan”: As defined in the Indenture.

“Delayed Close Collateral Interest”: As defined in the Indenture.

“Designated Transaction Representative”: As defined in the Indenture.

“Determination Date”: As defined in the Indenture.

“Directing Holder”: With respect to (1) any Controlled Collateral Interest, the Collateral Manager or (2) any Non-Controlled Collateral Interest, the party designated as the “controlling holder” or similar term in the related Partition Agreement (and if such agreement designates the Issuer as the “controlling holder,” the Collateral Manager shall be the Directing Holder with respect to such Collateral Interest).

“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted by the Issuer or the performance of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated solely because the Issuer or the Trustee (or the Special Servicer or the Collateral Manager on behalf of the Issuer or the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

“EC Modification Adjustments”: With respect to any Criteria-Based Modification, adjustments to the Eligibility Criteria having the effects of (i) if such Criteria-Based Modification does not involve an increase in principal of the related Loan and does not permit indirect owners of the related Obligor to incur additional indebtedness, no requirements of obtaining a No

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Downgrade Confirmation from Fitch or re-obtaining a rating from Moody’s, (ii) clauses (xxvii)(a), (xxix), (xxx), (xxxiii) and (xxxiv) of the Eligibility Criteria not being applicable, and (iii) references in clause (xxxi) to “acquisition” being deemed to instead be references to “modification.”

“Eligibility Criteria”: As defined in the Indenture.

“Eligible Account”: As defined in the Indenture.

“Eligible Bidders”: As defined in Section 3.18.

“Eligible Investments”: As defined in the Indenture.

“Escrow Account”: As defined in Section 3.02.

“Escrow Payment”: Any amounts received by the Servicer or Special Servicer for the account of an Obligor for application toward the payment of taxes, insurance premiums, assessments, ground rents, deferred maintenance, environmental remediation, rehabilitation costs, capital expenditures, lease-up expenses and similar items in respect of the related Mortgaged Property.

“EU Competent Authority”: In respect of any Noteholder or prospective purchaser of Notes, where applicable, the competent authority designated to supervise its compliance with Article 5 of the EU Securitization Regulation.

“EU Investor Report”: An investor report, pursuant to Article 7(1)(e) of the EU Securitization Regulation, prepared (a) in accordance with Annex XII of each of the EU Transparency Technical Standards (each as in effect as of the Closing Date), or (b) if the Issuer so agrees (in its sole discretion), in accordance with (i) such Annex XII as it may be amended at any time after the Closing Date, or (ii) such other form as may be prescribed or permitted for purposes of Article 7(1)(e) of the EU Securitization Regulation at any time after the Closing Date.

“EU Loan Report”: A report in respect of the Collateral Interests, pursuant to Article 7(1)(a) of the EU Securitization Regulation, prepared (a) in accordance with Annex III of each of the EU Transparency Technical Standards (each as in effect as of the Closing Date), or (b) if the Issuer so agrees (in its sole discretion), in accordance with (i) such Annex III as it may be amended at any time after the Closing Date, or (ii) such other form as may be prescribed or permitted for purposes of Article 7(1)(a) of the EU Securitization Regulation at any time after the Closing Date.

“EU Reporting Administrator”: As defined in Section 4.02(b).

“EU Securitization Regulation”: Regulation (EU) 2017/2402 (except as otherwise stated, as amended from time to time).

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“EU Significant Event Notification”: A notification of any of the following events in respect of which notice is not otherwise required to be given by any party to the Transaction pursuant to any Transaction Document: (a) a material breach of the obligations provided for in the Transaction Documents (or any remedy, waiver or consent subsequently provided in relation to any such breach); (b) a change in the structural features of the Transaction that can materially impact the performance of the Transaction; (c) a change in the risk characteristics of the Transaction or of the Collateral Interests that can materially impact the performance of the Transaction; or (d) any material amendment to any Transaction Document.

“EU Transparency Requirements”: The requirements of Article 7 of the EU Securitization Regulation.

“EU Transparency Technical Standards”: Commission Delegated Regulation (EU) 2020/1224 and Commission Implementing Regulation (EU) 2020/1225.

“Event of Default”: As defined in the Indenture.

“Failed Auction”: As defined in Section 3.18.

“FIRREA”: The Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended.

“Fitch”: Fitch Ratings, Inc., or its successor in interest.

“Future Funding Agreement”: The Future Funding Agreement, dated as of the date hereof, by and among the Seller, as obligor and as pledgor, Invesco Commercial Real Estate Finance Investments, LP, as future funding indemnitor, the Trustee, as trustee on behalf of the Noteholders, as secured party, and the Note Administrator, as note administrator and as securities intermediary, as the same may be amended, supplemented or replaced from time to time.

“Future Funding Indemnitor”: As defined in the Indenture.

“Future Funding Participation”: As defined in the Indenture.

“Future Funding Reserve Account”: The account required to be maintained by INCREF Investments pursuant to the Future Funding Agreement.

“Governing Documents”: As defined in the Indenture.

“Holder”: As defined in the Indenture.

“INCREF Investments”: Invesco Commercial Real Estate Finance Investments, LP.

“INCREF Sub-REIT”: INCREF Sub-REIT LLC.

“Indenture”: The Indenture, dated as of May 7, 2025, among the Issuer, the Advancing Agent, the Trustee, the Custodian and the Note Administrator.

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“Independent”: As defined in the Indenture.

“Independent Contractor”: Any Person that would be an “Independent Contractor” with respect to INCREF Sub-REIT (or any subsequent REIT) within the meaning of Section 856(d)(3) of the Code.

“Inquiry”: As defined in the Indenture.

“Insurance and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged Property, as applicable, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property, as applicable, or released to the Obligor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard.

“Insurance Policy”: With respect to any Loan, any hazard insurance policy, flood insurance policy, title insurance policy or other insurance policy that is maintained from time to time in respect of such Loan or the related Mortgaged Property, as applicable.

“Interest Proceeds”: As defined in the Indenture.

“Investor Q&A Forum”: As defined in the Indenture.

“Issuer”: As defined in the Preamble hereto.

“Issuer Subsidiary”: As defined in the Indenture.

“Largest One Quarter Future Advance Estimate”: An estimate of the largest aggregate amount of future advances that will be required to be made under the Future Funding Participations held by an Affiliated Future Funding Participation Holder during any calendar quarter, subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate.

“Liquidation Event”: An REO Property (and the related REO Loan) or a Loan is liquidated for a full or discounted amount and the Special Servicer has determined that all amounts which it expects to recover from or on account of such Loan or REO Property, as applicable, have been recovered.

“Liquidation Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Issuer or the Special Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property pursuant to Section 12.1 of the Indenture (including legal fees and expenses, committee or referee fees, and, if applicable, brokerage commissions and conveyance taxes).

“Liquidation Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or related REO Property, as applicable, as to which the Special Servicer receives a full or discounted payoff (or an unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) with respect thereto from the

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related Obligor or any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the related Loan or REO Property, as applicable (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds related to such liquidated Specially Serviced Loan or REO Property, as applicable, as the case may be. Notwithstanding anything to the contrary described herein, no Liquidation Fee shall be payable with respect to any event described in clauses (iii) or (v) of the definition of “Liquidation Proceeds” or clause (iv) of the definition of “Liquidation Proceeds” if such repurchase occurs within the time parameters (including any applicable extension period) set forth in the Collateral Interest Purchase Agreement.

“Liquidation Fee Rate”: With respect to each Specially Serviced Loan, a rate equal to 1.00%.

“Liquidation Proceeds”: Cash amounts received by or paid to the Servicer or the Special Servicer, as applicable, in connection with: (i) the liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan, through a trustee’s sale, foreclosure sale, sale of a REO Property or otherwise, exclusive of any portion thereof required to be released to the related Obligor in accordance with applicable law and the terms and conditions of the related Loan Documents; (ii) the realization upon any deficiency judgment obtained against an Obligor; (iii) (A) a Credit Risk/Defaulted Collateral Interest Cash Purchase pursuant to Section 12.1(b) of the Indenture; (B) the sale or disposition of Collateral Interests pursuant to Section 12.1(c) of the Indenture, (C) any other sale of a Loan or Collateral Interest pursuant to Section 12.1 of the Indenture or (D) the disposition of a Collateral Interest pursuant to an exchange pursuant to Section 12.1(d) of the Indenture; (iv) the repurchase of a Collateral Interest by the applicable Seller pursuant to the Collateral Interest Purchase Agreement; or (v) the purchase of a Specially Serviced Loan or REO Property by any lender pursuant to any purchase option set forth in the related mezzanine or intercreditor agreement, Partition Agreement, subordination agreement or other agreement which grants such other Person the option to purchase the Collateral Interest.

“Loan”: All of the Mortgage Loans and Combined Loans, as applicable and as the context may require, that is or is related to, a Collateral Interest set forth on the Collateral Interest Schedule.

“Loan Documents”: As defined in the Indenture.

“Loan-Level Benchmark Replacement”: As defined in Section 3.15(m).

“Loan-Level Benchmark Replacement Conforming Changes”: With respect to any Loan-Level Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “interest accrual period” under the applicable Loan Documents setting an applicable determination date for the Loan-Level Benchmark Replacement, reference time, the timing and frequency of determining rates, the method for determining the Loan-Level Benchmark Replacement and other administrative matters) that the

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Collateral Manager determines, in its sole discretion, may be appropriate to reflect the adoption of such Loan-Level Benchmark Replacement.

“Loan-Level Benchmark Transition Event”: With respect to any Serviced Loan, any determination by the Collateral Manager that a trigger event under the related Loan Documents has occurred that will result in the conversion of the applicable interest rate index from the then-current benchmark for such Loan to an alternate, substitute, successor or replacement index.

“Major Decisions”: Any of the following:

(a) any modification of, or waiver with respect to, a Collateral Interest or Loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest rate borne thereby or the monthly debt service payment or prepayment or payment, if any, payable thereon or a deferral or a forgiveness of interest on or principal of the Collateral Interest or Loan or a modification or waiver of any other monetary term of the Collateral Interest or the Loan relating to the timing or amount of any payment of principal or interest (other than default interest) or any other material sums due and payable under the Loan or Loan Documents or a modification or waiver of any provision of the Loan that restricts the Obligor or its equity owners from incurring additional indebtedness;

(b) any modification of, or waiver with respect to, a Collateral Interest or Loan that would result in a discounted pay-off of the Loan;

(c) any foreclosure upon or comparable conversion of the ownership of a Mortgaged Property or any acquisition of a Mortgaged Property by deed-in-lieu of foreclosure;

(d) any sale of a Mortgaged Property or any material portion thereof or, except, as specifically permitted in the Loan Documents, the transfer of any direct or indirect interest in the Obligor;

(e) any action to bring a Mortgaged Property or REO Property into compliance with any laws relating to hazardous materials;

(f) any substitution or release of collateral for a Collateral Interest (other than in accordance with the terms of, or upon satisfaction of, the related Loan Documents);

(g) any release of the Obligor or any guarantor from liability with respect to the Loan (other than in accordance with the terms of, or upon satisfaction of, the related Loan Documents);

(h) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Obligor);

(i) any material changes to or material waivers of any of the insurance requirements in the Loan Documents;

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(j) any incurrence of additional debt by the Obligor to the extent such incurrence requires the consent of the lender under the Loan Documents;

(k) any consent to any Major Lease (as defined in the related Loan Documents) to the extent the entering into such requires the consent of the lender under the Loan Documents; and

(l) any modification, waiver or amendment of any Partition Agreement or similar agreement with any mezzanine lender or other subordinate debt holder relating to a Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Notes;

provided that no Administrative Modification or Criteria-Based Modification shall constitute a Major Decision or otherwise be subject to any consent and/or consultation rights under this Agreement.

“Majority Income Noteholder”: As defined in the Indenture.

“Measurement Date”: As defined in the Indenture.

“Mezzanine Loan”: As defined in the Indenture.

“Monthly Payment”: With respect to any Collateral Interest, the scheduled monthly payment of interest or the scheduled monthly payment of principal and interest, as the case may be, on such Collateral Interest which is payable by the related Obligor on the due date under the related Loan.

“Monthly Report”: As defined in the Indenture.

“Moody’s”: Moody’s Investors Service, Inc., or its successor in interest.

“Mortgage”: With respect to each Collateral Interest, the mortgage, deed of trust or other instrument securing the related Underlying Note, which creates a lien on the real property securing such Underlying Note.

“Mortgage Loan”: As defined in the Indenture.

“Mortgaged Property”: With respect to each Loan, the real property and improvements thereon securing repayment of the debt evidenced by the related Underlying Note.

“New Lease”: Any lease of all or any part of an REO Property entered into on behalf of the Issuer, including any lease renewed or extended on behalf of the Issuer if the Issuer has the right to renegotiate the terms of such lease.

“No Downgrade Confirmation”: As defined in the Indenture.

“Non-Controlled Collateral Interest”: As defined in the Indenture.

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“Non-Serviced Collateral Interest”: The Collateral Interest related to a Non-Serviced Loan.

“Non-Serviced Loans”: The Loans that are serviced and administered pursuant to a servicing agreement other than this Agreement. As of the Closing Date, there are no Non-Serviced Loans.

“Non-Serviced Servicer”: With respect to any Non-Serviced Loan, the servicer under the related Non-Serviced Servicing Agreement.

“Non-Serviced Servicing Agreement”: With respect to any Non-Serviced Loan, the servicing agreement governing the servicing of such Non-Serviced Loan.

“Non-Serviced Special Servicer”: With respect to any Non-Serviced Loan, the special servicer under the related Non-Serviced Servicing Agreement.

“Nonrecoverable Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Serviced Loan or REO Property which, in the reasonable judgment of the Advancing Agent, the Special Servicer or the Servicer, as the case may be, will be ultimately non-recoverable, together with any accrued and unpaid interest thereon, at the Advance Rate, from late collections or any other recovery on or in respect of such Loan or REO Property. In making such non-recoverability determination, such Person will be entitled to consider (in the case of the Servicer or the Special Servicer, in accordance with the Servicing Standard), among other things,

(a)the obligations of the Obligor under the terms of the related Loan Documents as they may have been modified,

(b)the related Mortgaged Properties or REO Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties or REO Properties,

(c)future expenses as estimated by such Person,

(d)the timing of recoveries as estimated by such Person, and

(e)the existence of any Nonrecoverable Servicing Advance with respect to other Mortgaged Properties or REO Properties in light of the fact that proceeds on the related Mortgaged Property are not only a source of recovery for the Servicing Advance under consideration, but also a potential source of recovery for such Nonrecoverable Servicing Advance.

In addition, any such Person may (consistent with the Servicing Standard in the case of the Servicer or the Special Servicer) update or change its non-recoverability determinations at any time (but, except as provided below, may not reverse any other Person’s determination that a Servicing Advance is a Nonrecoverable Servicing Advance). Any such Person may obtain promptly upon request, from the Special Servicer, any reasonably required analysis, Appraisals

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or market value estimates or other information in the Special Servicer’s possession for making a non-recoverability determination.

Any such determination by any such Person, or any updated or changed non-recoverability determination, shall be evidenced by an Officer’s Certificate delivered by any of the Servicer, the Special Servicer or Advancing Agent to the Issuer, the Special Servicer, the Servicer, the Advancing Agent, the Trustee, the Note Administrator and the Collateral Manager. The Advancing Agent, when making an independent determination of whether or not a proposed Servicing Advance would be a Nonrecoverable Servicing Advance shall be subject to the standards applicable to the Special Servicer hereunder.

Any Officer’s Certificate described above shall set forth such determination of non-recoverability and the considerations of the Advancing Agent, the Servicer or the Special Servicer, as the case may be, forming the basis of such determination (which shall be accompanied by, to the extent available, information such as related income and expense statements, rent rolls, occupancy status and property inspections, and shall include an Appraisal of the related Mortgaged Property or REO Property, as applicable). The Servicer shall promptly furnish any party required to make Servicing Advances with any information in its possession regarding Loans (other than those that are Specially Serviced Loans) and the Special Servicer shall promptly furnish any party required to make Servicing Advances with any information in its possession regarding the Specially Serviced Loans as such party required to make Servicing Advances may reasonably request for purposes of making non-recoverability determinations.

In the case of a cross-collateralized Collateral Interest, such non-recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Collateral Interest.

“Note Administrator”: Computershare Trust Company, National Association, a national banking association appointed as Note Administrator under the Indenture, or its successor under the Indenture.

“Note Administrator/Trustee Termination Event”: As defined in Section 7.05.

“Note Protection Test”: As defined in the Indenture.

“Noteholder”: With respect to any Note, the Person in whose names such Note is registered in the note register maintained pursuant to the Indenture.

“Notes”: The Notes issued under, and as defined in, the Indenture.

“NRSRO”: As defined in the Indenture.

“Obligor”: Any Person obligated to make payments of principal, interest, fees or other amounts or distributions of earnings or other amounts under any Loan.

“Offering Memorandum”: As defined in the Indenture.

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“Officer’s Certificate”: With respect to the Servicer, Special Servicer or Advancing Agent, any certificate executed by a Responsible Officer thereof.

“Other Obligor Request”: Any Obligor request that does not require the consent of the Collateral Manager or any Companion Interest Holder or a request for any future advance.

“Outstanding”: As defined in the Indenture.

“Participated Loan”: As defined in the Indenture.

“Participation”: As defined in the Indenture.

“Participation Agreement”: As defined in the Indenture.

“Partition Agreement”: As defined in the Indenture.

“Partitioned Collateral Interest”: As defined in the Indenture.

“Partitioned Loan”: As defined in the Indenture.

“Partitioned Loan Collection Account”: As defined in Section 3.03.

“Partitioned Loan Remittance Date”: With respect to remittances from the Partitioned Loan Collection Account to the related Companion Interest Holders, (i) the date specified as the applicable remittance date (or equivalent concept) in the related Partition Agreement; or (ii) if no such applicable remittance date (or equivalent concept) is so specified in the related Partition Agreement, then the Remittance Date.

“Payment Date”: As defined in the Indenture.

“Performing Loan”: Any Serviced Loan that is not a Specially Serviced Loan.

“Permitted Investments”: Shall have the meaning ascribed to the term “Eligible Investments” in the Indenture.

“Person”: Any individual, corporation (including a business trust), limited liability company, partnership, joint venture, estate, association, joint-stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

“Pledged Equity”: All of the equity interest in an Obligor under a Mortgage Loan that is pledged to secure a Mezzanine Loan.

“Prepaid Interest Amount”: With respect to any Collateral Interest, as defined in the related Collateral Interest Purchase Agreement.

“Principal Balance”: As defined in the Indenture.

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“Principal Prepayment”: Any voluntary payment of principal made by the Obligor on a Loan that is received in advance of its scheduled due date and that is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

“Principal Proceeds”: As defined in the Indenture.

“Qualified Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of Loans, and (c) as to which 51% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Servicer or the Special Servicer, as the case may be, or by any Person or Persons who directly or indirectly own equity ownership interests in the Servicer or the Special Servicer, as the case may be.

“Qualified Insurer”: An insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction, which (i) shall have a claims paying ability rated at least (a) “A3” by Moody’s and (b) “A-” by Fitch (or, if not rated by Fitch, an equivalent rating by any two other NRSROs (which may include Moody’s)), or (ii) in the case of fidelity bond and errors and omissions insurance policy required to be maintained by the Servicer and Special Servicer and any successor servicer pursuant to Section 3.05, shall have a claims paying ability rated by each Rating Agency no lower than two ratings categories (without regard to pluses or minuses) lower than the highest rating of any outstanding Class of Notes from time to time, but in no event lower than one of the following: (a) “A3” by Moody’s, (b) “A(low)” by DBRS, Inc., (c) “A:X” by A.M. Best Company, (d) “A-” by S&P and (e) “A-” by Fitch, unless the applicable Rating Agency has confirmed in writing that an insurance company with a lower claims paying ability shall not result, in and of itself, in a withdrawal or downgrading of the rating then assigned by such Rating Agency to any Class of Notes, and if not rated by such Rating Agency, then otherwise approved by such Rating Agency.

“Qualified Note Administrator”: An entity meeting the eligibility requirements of Section 6.8 of the Indenture.

“Qualified REIT Subsidiary”: A corporation that, for U.S. federal income tax purposes, is wholly owned by a real estate investment trust under Section 856(i)(2) of the Internal Revenue Code of 1986, as amended.

“Qualified Servicer”: A commercial mortgage servicer that (a) (i) is rated at least “CMS3” or “CSS3” by Fitch as servicer or special servicer, as applicable and (ii) that has acted as servicer or special servicer, as applicable, for a commercial mortgage-backed securities transaction rated by Fitch in the prior twelve (12) months and as to which Fitch has not, in the past twelve (12) months, publicly cited servicing concerns with respect to such servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal, which placement on “watch status” has not been withdrawn within sixty (60) days without any ratings downgrade or withdrawal) of securities in such commercial mortgage-backed securities transaction serviced by

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the applicable servicer prior to the time of determination, and (b) has acted as servicer or special servicer, as applicable, for a commercial mortgage-backed securities transaction rated by Moody’s in the prior twelve (12) months and as to which Moody’s has not, in the past twelve (12) months, cited servicing concerns with respect to such servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal, which placement on “watch status” has not been withdrawn within sixty (60) days without any ratings downgrade or withdrawal) of securities in such commercial mortgage-backed securities transaction serviced by the applicable servicer prior to the time of determination.

“Qualified Trustee”: An entity meeting the eligibility requirements of Section 6.8 of the Indenture.

“Rating Agency”: Each of Moody’s and Fitch, or any successor thereof.

“Rating Agency Condition”: As defined in the Indenture.

“Real Property”: Land or improvements thereon such as buildings or other inherently permanent structures thereon (including items that are structural components of the buildings or structures).

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the SEC or by the staff of the SEC, in each case as effective from time to time as of the compliance dates specified therein.

“Reinvestment Account”: As defined in the Indenture.

“Reinvestment Collateral Interest”: As defined in the Indenture.

“Reinvestment Period”: As defined in the Indenture.

“REIT Provisions”: As defined in Section 3.13(e).

“Relevant Parties in Interest”: With respect to any Collateral Interest that is (i) a Loan, the Noteholders (as a collective whole as if such Noteholders constituted a single lender), and (ii) a Partitioned Collateral Interest, the Noteholders and any related Companion Interest Holders (as a collective whole as if such Noteholders and Companion Interest Holders constituted a single lender and taking into account the relative priority rights of such parties set forth in the related Partition Agreement). Notwithstanding the foregoing, in connection with any sale of a Collateral Interest that is not sold together with any Collateral Interest, the Relevant Parties in Interest will be the Noteholders (as a collective whole as if such Noteholders constituted a single lender).

“Relevant Recipient”: As defined in Section 4.02(e).

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“Remittance Date”: With respect to each Payment Date under the Indenture, the Business Day immediately preceding such Payment Date.

“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code, which income, subject to the terms and conditions of that section of the Code in its present form, does not include:

(a)except as provided in Section 856(d)(4) or (6) of the Code, any amount received or accrued, directly or indirectly, with respect to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);

(b)any amount received or accrued, directly or indirectly, from any Person if the Issuer owns directly or indirectly (including by attribution) a 10% or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;

(c)any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person directly operates such REO Property;

(d)any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and

(e)rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property and, for any taxable year of the Issuer, such rent is no greater than 15% of the total rent received or accrued under, or in connection with, the lease.

“REO Accounts”: As defined in Section 3.13(c).

“REO Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.10.

“REO Loan”: The Loan deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the related REO Property remains part of the Collateral and provides for assumed scheduled payments on each due date therefor, and otherwise has the same terms and conditions as its predecessor Loan including with respect to the calculation of the interest rate in effect from time to time. Each REO Loan shall be deemed to have an initial outstanding principal balance and stated principal balance equal to the outstanding principal balance and stated principal balance, respectively, of its predecessor Loan as of the date of the REO Acquisition. All amounts due and owing in respect to the predecessor Loan as of the date of the REO Acquisition including accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All amounts payable or reimbursable to the Advancing Agent, the Servicer or the Special Servicer, as applicable, in respect of the predecessor Loan as of the date of the acquisition of the related REO Loan, including, without limitation, any unpaid Special Servicing Fees, Servicing Fees and any unreimbursed Servicing Advances or Servicing Expenses, together with any interest accrued and

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payable to the Collateral Manager, the Advancing Agent, the Servicer or the Special Servicer, as the case may be, in respect of such Servicing Advances or Servicing Expenses shall continue to be payable or reimbursable to the Collateral Manager, the Advancing Agent, the Servicer or the Special Servicer, as the case may be, in respect of an REO Loan.

“REO Proceeds”: Any payments received by the Servicer or the Special Servicer, the Issuer, the Trustee, the Note Administrator or otherwise with respect to an REO Property.

“REO Property”: A Mortgaged Property acquired by an REO Subsidiary or acquired directly or indirectly by the Issuer or a nominee thereof (which shall not include the Servicer or the Special Servicer), for the benefit of the Relevant Parties in Interest (or, with respect to any Non-Serviced Loan, the Issuer’s beneficial interest in any related Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable issuer or a nominee thereof for the benefit of the relevant parties in interest under the related Non-Serviced Servicing Agreement), through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of a Loan.

“REO Subsidiary”: A subsidiary of the Issuer formed to hold an REO Property or an interest in an REO Property pursuant to Section 3.10.

“Reporting Person”: As defined in Section 3.11.

“Repurchase Request”: As defined in the Indenture.

“Repurchase Request Recipient”: As defined in Section 3.19.

“Responsible Financial Officer”: With respect to the Future Funding Indemnitor, as defined in the Future Funding Agreement.

“Responsible Officer”: With respect to the Servicer, the Special Servicer or the Advancing Agent, as the case may be, any officer or employee involved in or responsible for the administration, supervision or management of such Person’s obligations under this Agreement and whose name and specimen signature appear on a list prepared by each party and delivered to the other party, as such list may be amended from time to time by either party. With respect to the Issuer, any Authorized Officer, as such term is defined in the Indenture. With respect to the Trustee and the Note Administrator, any Trust Officer, as such term is defined in the Indenture.

“Retained Interest”: As defined in the Collateral Interest Purchase Agreement.

“SEC”: The Securities and Exchange Commission.

“Secured Parties”: As defined in the Indenture.

“Securities Account Control Agreement (Future Funding Reserve Account)”: As defined in the Indenture.

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“Segregated Liquidity”: With respect to the Future Funding Indemnitor as of any date of determination, an amount equal to the sum of (i) amounts available to the Future Funding Indemnitor or its affiliates under a Committed Warehouse Line; (ii) Cash or Cash equivalents of the Future Funding Indemnitor and its Affiliates that are available to make future advances under the Future Funding Participations held by any Affiliated Future Funding Participation Holder (which will include any amounts on deposit in the Future Funding Reserve Account); (iii) Cash or Cash equivalents that are projected to be earned and received by the Future Funding Indemnitor or its Affiliates during the subject period and will be available to make future advances under the Future Funding Participations held by the Affiliated Future Funding Participation Holders; (iv) amounts that are undrawn and available to draw under any credit facility, repurchase facility, subscription facility or warehouse facility subject only to the satisfaction of general conditions precedent in the related facility documents; and (v) callable capital of the Future Funding Indemnitor or its Affiliates.

“Seller”: INCREF CLO Seller LLC, and its successors in interest, as Seller under a Collateral Interest Purchase Agreement or any other seller of Collateral Interests acquired by the Issuer after the Closing Date.

“Sensitive Asset”: (i) A Collateral Interest, or a portion thereof, or (ii) a real property or other interest (including, without limitation, an interest in real property) resulting from the conversion, exchange, other modification or exercise of remedies with respect to a Collateral Interest or portion thereof, in either case, as to which the Collateral Manager has determined, based on the advice of nationally recognized counsel (independent of the Collateral Manager) could give rise to a material liability of the Issuer (including liability for taxes) if held directly by the Issuer.

“Serviced Loans”: All of the Loans other than any Non-Serviced Loans (including, prior to the related Servicing Shift Date, the related Servicing Shift Loan). (i) As of the Cut-off Date, the Loans relating to the Cut-off Date Collateral Interests identified on the Collateral Interest Schedule as “Serviced” and (ii) prior to the related Servicing Shift Date, any Servicing Shift Loan, will each be a Serviced Loan.

“Serviced Partitioned Loans”: Partitioned Loans that are Serviced Loans.

“Servicer”: KeyBank National Association, or any successor servicer as herein provided.

“Servicer Termination Event”: As defined in Section 7.02.

“Servicing”: As defined in Section 3.01(a).

“Servicing Accounts”: The Escrow Accounts, the Collection Account, the Partitioned Loan Collection Account, the REO Accounts and the Cash Collateral Accounts.

“Servicing Advances”: All Servicing Expenses related to Serviced Loans, related Mortgaged Properties or REO Properties and all other customary, reasonable and necessary “out

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of pocket” costs and expenses (including attorneys’ fees and expenses and fees of real estate brokers) incurred by the Advancing Agent, the Servicer or the Special Servicer, as applicable, in connection with the servicing and administering of (a) a Serviced Loan in respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property, in each case, including, but not limited to, (x) the cost of (i) compliance with the Servicer’s obligations set forth in Section 3.02, (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds, (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property including foreclosures, (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (vi) any amount specifically designated herein to be paid as a “Servicing Advance.” Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Special Servicer, the Advancing Agent or the Servicer, as applicable, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Serviced Loan or REO Property.

“Servicing Expenses”: All customary, reasonable and necessary out-of-pocket costs and expenses paid or incurred in accordance with the Servicing Standard (in the case of the Servicer and the Special Servicer) or the Collateral Management Standard (in the case of the Collateral Manager) in connection with the obligations of the Collateral Manager, the Servicer or the Special Servicer, as the case may be (other than legal fees or expenses associated with contracting with a subservicer or payment of any subservicing fee), including without limitation:

(a)real estate taxes, assessments and similar charges that are or may become a lien on a Mortgaged Property or REO Property;

(b)insurance premiums if and to the extent funds collected from the related Obligor are insufficient to pay such premiums when due;

(c)ground rents, if applicable;

(d)any cost or expense necessary in order to prevent or cure any violation of applicable laws, regulations, codes, ordinances, rules, orders, judgments, decrees, injunctions or restrictive covenants;

(e)any cost or expense necessary in order to maintain or release the lien of any Loan on each Mortgaged Property, including any mortgage registration taxes, release fees, or recording or filing fees;

(f)customary costs or expenses for the collection, enforcement or foreclosure of the Loans and the collection of deficiency judgments against Obligors and guarantors (including but not limited to the fees and expenses of any trustee under a deed of trust, foreclosure title searches and other lien searches and costs and expenses associated with the collection of Insurance and Condemnation Proceeds);

(g)costs and expenses of any appraisals, valuations, inspections, environmental assessments (including but not limited to the fees and expenses of environmental consultants),

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audits or consultations, engineers, architects, accountants, on-site property managers, market studies, title and survey work and financial investigating services;

(h)customary costs or expenses for liquidation, restructuring, modification or loan workouts, such as sales brokerage expenses and other costs of conveyance;

(i)costs and expenses related to travel and lodging with respect to property inspections (except to the extent expressly provided otherwise herein);

(j)costs and expenses related to legal opinions obtained in connection with performing the duties and responsibilities of the Servicer or the Special Servicer, as the case may be, hereunder;

(k)costs and expenses of inspections;

(l)any bank charges related to any account required to be maintained by the Servicer or the Special Servicer under this Agreement;

(m)costs and expenses related to the operation, leasing, management, maintenance and liquidation of any REO Property; and

(n)any other reasonable costs and expenses, including without limitation, legal fees and expenses, incurred by the Collateral Manager, the Special Servicer or the Servicer under this Agreement in connection with the enforcement, collection, foreclosure, disposition, condemnation or destruction of any Loan and the performance of Servicing or Special Servicing by the Servicer or the Special Servicer, as the case may be, under this Agreement.

“Servicing Fee”: With respect to each Serviced Loan (including Specially Serviced Loans and REO Loans), an amount equal to the product of (a) the Servicing Fee Rate; and (b) the outstanding principal balance of such Loan, as calculated in accordance with Section 5.01 of this Agreement (subject, with respect to Companion Interest, the related Partition Agreement or a side letter agreement relating thereto).

“Servicing Fee Rate”: 0.035%.

“Servicing File”: With respect to each Loan, all documents, information and records relating to the Loan that are necessary to enable the Servicer to perform its duties and service the Loan and the Special Servicer to perform its duties and service each Specially Serviced Loan in compliance with the terms of this Agreement, and any additional documents or information related thereto maintained or created by the Servicer.

“Servicing Responsibility Schedule”: The Servicing Responsibility Schedule attached hereto as Exhibit F. Any conflicts between any portion of this Agreement and the Servicing Responsibility Schedule shall be resolved in favor of the Servicer Responsibility Schedule.

“Servicing Shift Collateral Interest”: Any Collateral Interest related to a Servicing Shift Loan.

“Servicing Shift Date”: With respect to any Servicing Shift Loan, the date on which the related Servicing Shift Lead Interest is securitized and transferred to an entity formed in

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connection with the Servicing Shift Servicing Agreement or transferred to an issuer of securities and whose assets are serviced pursuant to the Servicing Shift Servicing Agreement; provided that such holder of the Servicing Shift Lead Interest provides each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the Servicing Shift Servicing Agreement) with notice in accordance with the terms of the related Partition Agreement that such Servicing Shift Lead Interest is to be transferred to an issuer of securities whose assets are serviced pursuant to the Servicing Shift Servicing Agreement, which notice shall include contact information for the related servicer, special servicer, securities administrator or similar term, note administrator or certificate administrator and trustee under the Servicing Shift Servicing Agreement.

“Servicing Shift Lead Interest”: With respect to any Servicing Shift Loan, as of any date of determination, the note, Companion Interest or other evidence of indebtedness and/or agreements evidencing the indebtedness of a borrower under such Servicing Shift Loan including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related entity formed under the related Servicing Shift Servicing Agreement or company the assets of which are serviced pursuant to such Servicing Shift Servicing Agreement will cause servicing to shift from this Agreement to the related Servicing Shift Servicing Agreement pursuant to the terms of the Partition Agreement for such Servicing Shift Loan.

“Servicing Shift Loan”: Any Loan related to a Non-Controlled Collateral Interest for which the related Partition Agreement provides for servicing to switch on the subsequent securitization of the related controlling Companion Interest. As of the Closing Date, there shall be no Servicing Shift Loans.

“Servicing Shift Servicing Agreement”: With respect to any Servicing Shift Loan, the Non-Serviced Servicing Agreement that governs the servicing of an issuer whose assets include the Servicing Shift Lead Interest.

“Servicing Standard”: As defined in Section 2.01(b).

“Signature Law”: As defined in Section 9.08.

“Special Servicer”: Bellwether Asset Services, LLC, a California limited liability company, or any successor special servicer as herein provided.

“Special Servicing”: As defined in Section 3.01(b).

“Special Servicing Fee”: With respect to each Specially Serviced Loan or REO Loan, an amount equal to the product of (a) the Special Servicing Fee Rate and (b) the outstanding principal balance of such Specially Serviced Loan, as calculated in accordance with Section 5.03(b) of this Agreement.

“Special Servicing Fee Rate”: With respect to each Specially Serviced Loan, a rate equal to 0.25% per annum.

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“Special Servicing Transfer Event”: With respect to any Serviced Loan, the occurrence of any of the following events:

(i)a payment default shall have occurred at the original maturity date, or, if the original maturity date of such Loan has been extended, a payment default shall have occurred at such extended maturity date; provided, however, if (A)(1) the related Obligor is diligently seeking a refinancing commitment or sale (and delivers a statement to that effect to the Servicer within 30 days after the default, who will promptly deliver a copy to the Special Servicer and the Collateral Manager), or (2) a mezzanine lender, subordinate lender or Companion Interest Holder has notified the Servicer, the Special Servicer or the Collateral Manager of its intent to exercise its cure or purchase option with respect to such Serviced Loan in accordance with the related Loan Documents, (B) the related Obligor, mezzanine lender, subordinate lender or Companion Interest Holder continues to make the Obligor’s assumed scheduled payment, and (C) the Collateral Manager consents, such Serviced Loan will not be considered a Specially Serviced Loan until 90 days beyond the related maturity date (or, with respect to clause (A)(2), a Special Servicing Transfer Event shall not occur until the expiration of the applicable cure or purchase option), unless extended by the Special Servicer in accordance with the Loan Documents, the Indenture or this Agreement; and provided, further, if the related Obligor has delivered to the Servicer, who will be required to have promptly delivered a copy to the Special Servicer and the Collateral Manager, on or before the 90th day after the related maturity date, Anticipated Takeout Evidence reasonably acceptable to the Special Servicer, and the Obligor continues to make its assumed scheduled payments, such Serviced Loan will not be considered a Specially Serviced Loan until the earlier of (1) 120 days beyond the related maturity date (or extended maturity date) and (2) the termination or expiration of the Anticipated Takeout Evidence; or

(ii)any Monthly Payment (other than a Balloon Payment) is more than 60 days delinquent; or

(iii)the Servicer makes a judgment, or receives a written determination of the Special Servicer, that a payment default is imminent and is not likely to be cured by the related Obligor within 60 days; or

(iv)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, is entered against the related Obligor; provided that if such decree or order is discharged or stayed within 60 days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within 60 days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Loan shall no longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed by the Special Servicer); or

(v)the related Obligor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Obligor or of or relating to all or substantially all of its property; or

(vi)the related Obligor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

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(vii)a default (other than a failure by the related Obligor to pay principal or interest) of which the Servicer or the Special Servicer, as applicable, has notice and which the Servicer or the Special Servicer, as applicable determines in accordance with the Servicing Standard may materially and adversely affect the interests of the Relevant Parties in Interest has occurred and remained unremedied for the applicable grace period specified in the related Loan Documents (or if no grace period is specified for those defaults which are capable of cure, 60 days); or

(viii)the Servicer or the Special Servicer has received notice of the foreclosure or proposed foreclosure of any other lien on the related Mortgaged Property;

provided, that any Serviced Loan that is cross-collateralized with another Serviced Loan shall be a Specially Serviced Loan for so long as such Loan is cross-collateralized with a Specially Serviced Loan.

“Specially Serviced Loan”: Any Serviced Loan for which a Special Servicing Transfer Event has occurred and such Specially Serviced Loan has not become a Corrected Loan.

“Stated Maturity Date”: As defined in the Indenture.

“Subsequent Collateral Interest”: As defined in the Indenture.

“Successor”: As defined in Section 6.03(b).

“Successful Auction”: As defined in Section 3.18.

“Total Redemption Price”: The amount equal to funds sufficient to pay all amounts and expenses and to redeem all Notes at their applicable Redemption Prices.

“Transaction”: The transaction constituted by the issuance of the Notes.

“Transaction Documents”: As defined in the Indenture.

“Transfer Date”: With respect to (A) each Collateral Interest listed on the Collateral Interest Schedule as of the date hereof and any related Loan, the Closing Date and (B) any Collateral Interest acquired by the Issuer after the Closing Date, and any related Loan, the date such Collateral Interest is acquired by the Issuer.

“Trustee”: Wilmington Trust National Association, a national banking association appointed as Trustee under the Indenture, or its successor under the Indenture.

“Two Quarter Future Advance Estimate”: As of any date of determination, an estimate of the aggregate amount of future advances that will be required to be made under the Future Funding Participations held by any Affiliated Future Funding Participation Holder during the immediately following two calendar quarters, excluding future advances to be made for: (i) accretive leasing costs (e.g., following the future advance for such leasing costs, the debt yield will be equal to or greater than a required debt yield specified in the Loan Documents of the related Loan); (ii) earnouts paid to Obligors upon satisfaction of certain performance metrics set

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forth in the Loan Documents of the related Loan; (iii) advances that the Seller believes, in the exercise of its reasonable judgment, will be repaid in full during the period covered by the estimate; (iv) accretive capital expenditures (e.g., following the future advance for such capital expenditures, the debt yield will be equal to or greater than a required debt yield specified in the Loan Documents of the related Loan); and (v) additional property acquisitions, that are subject to the lender’s consent.

“Underlying Note”: With respect to any Loan, the promissory note(s) or other evidence of indebtedness or agreements evidencing the indebtedness of an Obligor under such Loan.

“Updated Appraisal”: As defined in Section 3.10(a).

“Voting Rights”: At all times during the term of the Indenture and Servicing Agreement, 100% of the voting rights for the Notes that are allocated among the Holders of the respective Classes of Notes in proportion with the Aggregate Outstanding Amount of the Notes. Voting rights allocated to a Class of Noteholders are allocated among such Noteholders in proportion to the percentage interest in such Class evidenced by their respective Notes. Notes owned by the Issuer, the Special Servicer or any affiliate of the Special Servicer will not be deemed to be Outstanding for purposes of voting on removal or replacement of the Special Servicer, and the Note Administrator or Trustee will rely upon, and will be protected in relying upon, such person’s certification as to its ownership.

“Workout Fee”: With respect to each Corrected Loan, an amount equal to the product of (a) the Workout Fee Rate and (b) each collection of interest and principal (other than penalty charges, excess interest and any amount for which a Liquidation Fee would be paid), including (i) Monthly Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause (i) or (ii) of this definition) at maturity, received on each Corrected Loan for so long as it remains a Corrected Loan. For the avoidance of doubt, no Workout Fee shall be payable in connection with any sale, repurchase or other liquidation of a Mortgage Loan or REO Property.

“Workout Fee Rate”: With respect to each Corrected Loan, a rate equal to 1.00%.

ARTICLE II

RETENTION AND AUTHORITY OF SERVICER

Section 2.01.Engagement; Servicing Standard. (a) As of the applicable Transfer Date, the Issuer hereby engages the Servicer and Special Servicer, as the case may be, to perform, and the Servicer or the Special Servicer, as the case may be, hereby agree to perform, Servicing and Special Servicing, as applicable, with respect to each of the Serviced Loans for the benefit of the Relevant Parties in Interest throughout the term of this Agreement, upon and subject to the terms, covenants and provisions hereof.

(a)Each of the Servicer and the Special Servicer shall diligently service and administer the Serviced Loans and REO Properties it is obligated to service or special service, as the case may be, pursuant to this Agreement on behalf of the Issuer and Trustee in the best interests of and for the benefit of the Relevant Parties in Interest (as determined by the Servicer

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or the Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement and the Loan Documents. To the extent consistent with the foregoing, the Servicer and the Special Servicer shall service and special service, as applicable, the Serviced Loans:

(i)in accordance with the higher of the following standards of care:

(A)with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers comparable commercial real estate loans with similar borrowers and comparable REO Properties for other third party portfolios (giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own commercial real estate loans and REO Properties); and

(B)with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers comparable commercial real estate loans and REO Properties owned by the Servicer or the Special Servicer, as the case may be; and in either case, exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement and the terms of the respective Loan (and any related Partition Agreement or intercreditor agreement);

(ii)with a view to the timely recovery of all payments of principal and interest, including Balloon Payments, under the Loans or, in the case of (A) a Specially Serviced Loan or (B) an REO Loan, the maximization of recovery of the Loan to the Relevant Parties in Interest of principal and interest, on a present value basis; and

(iii)without regard to any potential conflict of interest arising from (A) any relationship, including as lender on any other debt, that the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related Obligors or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of any Note by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the right of the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; (D) the ownership, servicing or management for others of any other commercial real estate loan or real property not subject to this Agreement by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof and (E) any obligation of the Special Servicer or any Affiliate to repurchase any Loan or pay an indemnity in respect thereof.

The servicing practices described in the preceding sentence are herein referred to as the “Servicing Standard.”

Notwithstanding the foregoing, the processing and effectuation of any Administrative Modifications, Criteria-Based Modifications and Loan-Level Benchmark Replacement Conforming Changes directed by the Collateral Manager shall not be subject to the Servicing Standard. Neither the Servicer nor the Special Servicer shall be in violation of the Servicing Standard for approving or consummating any such modification or for servicing the related Loan in accordance with the terms of the Loan Documents as modified by such Administrative Modification, Criteria-Based Modification or Loan-Level Benchmark Replacement Conforming Change so long as it is otherwise performing in accordance with the Servicing Standard. Neither the Servicer nor the Special Servicer shall have any obligation or responsibility to determine if

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the Collateral Manager is acting in accordance with any standard of conduct for the Collateral Manager.

(b)Without limiting the foregoing, subject to Sections 3.15 and 3.16, (i) the Servicer shall be obligated to service and administer all Serviced Loans that are not Specially Serviced Loans and (ii) the Special Servicer shall be obligated to service and administer (A) any Specially Serviced Loan, (B) with respect to a Performing Loan, (1) any Other Obligor Request (other than any Other Obligor Request that may be processed by the Servicer pursuant to the Servicer Responsibility Schedule), (2) any Major Decision (other than any Major Decisions which may be the administrative responsibility of the Servicer (if any) pursuant to the Servicing Responsibility Schedule and which may be processed by the Servicer), (2) any Major Decision, (3) any Administrative Modification and (4) any Criteria-Based Modification and (C) any REO Properties (other than an REO Property related to any Non-Serviced Loan); provided that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to any REO Properties (and the related REO Loans) as if REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.16. The Special Servicer shall make the inspections, use its reasonable efforts to collect the statements and forward to the Servicer reports in respect of the related Mortgaged Properties or REO Properties with respect to Specially Serviced Loans in accordance with, and to the extent required by, Section 3.07. After notification to the Servicer, the Special Servicer may (but shall not be required to) contact the related Obligor of any Performing Loan if efforts by the Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the Servicer. No provision herein contained shall be construed as an express or implied guarantee by the Servicer or the Special Servicer, as the case may be, of the collectability or recoverability of payments on the Loans or shall be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Servicer or the Special Servicer, as the case may be (including with respect to Servicing Fees, Special Servicing Fees or, in the case of the Servicer, the right to be reimbursed for Servicing Advances and interest accrued thereon). Any provision in this Agreement for any Servicing Advances by the Advancing Agent or the Servicer or any Servicing Expenses by the Collateral Manager, the Servicer or Special Servicer, is intended solely to provide liquidity for the benefit of Relevant Parties in Interest and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Loans. No provision hereof shall be construed to impose liability on the Advancing Agent, the Servicer or the Special Servicer for the reason that any recovery to the Issuer or any Relevant Parties in Interest in respect of a Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.

Section 2.02.Subservicing. (a) The Servicer or Special Servicer, as the case may be, may delegate any of its obligations hereunder to a sub-servicer (so long as such Person is a Qualified Servicer); provided, however, that the Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and (i) any subservicing agreement shall be consistent with and subject to the provisions of this Agreement and (ii) no sub-servicer retained shall foreclose on the Loan or grant any modification, waiver, or amendment to the Loan Documents without the approval of the Servicer

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or the Special Servicer, as the case may be. Neither the existence of any subservicing agreement nor any of the provisions of this Agreement relating to subservicing shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder. Notwithstanding any such subservicing agreement, the Servicer or Special Servicer, as the case may be, shall be obligated to the same extent and under the same terms and conditions as if the Servicer or the Special Servicer, as the case may be, alone was servicing the related Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any subservicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and the Special Servicer are permitted to enter into a sub-servicing agreement with a sub-servicer on or about the date hereof, which may delegate additional servicing responsibilities among the parties. The Servicer and the Special Servicer shall be permitted to provide a copy of this Agreement, the Indenture and any Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable; provided that, pursuant to the related sub-servicing agreement, the related sub-servicer is subject to confidentiality provisions substantially identical to the provisions of Section 9.09 hereof. In addition, the Servicer shall not be required to retain a sub-servicer with respect to any Subsequent Collateral Interest.

(a)Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Loans.

(b)Any sub-servicing agreement entered into by the Servicer or Special Servicer, as the case may be, shall provide that it may be assumed or terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee be responsible for the payment of any termination fee in connection with any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer.

Any subservicing agreement and any other transactions or services relating to the Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and neither the Issuer nor the Trustee shall be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any sub-servicer except as set forth in Section 2.01(c).

The Trustee shall not be (a) liable for any acts or omissions of any Servicer, (b) obligated to make any Servicing Advance, (c) responsible for expenses of the Servicer or the Special Servicer or (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder.

(c)Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02;

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provided that (a) the Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions and to the extent the Servicer or Special Servicer is required to pay such amounts pursuant to the terms hereof, shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to this Agreement, any successor hereunder to the Servicer or the Special Servicer, as the case may be.

(d)Each sub-servicing agreement entered into by the Servicer shall provide that the Directing Holder shall be entitled to terminate the rights and obligations of the sub-servicer under such sub-servicing agreement with respect to such Collateral Interest, with or without cause, upon 10 Business Days’ notice to the Issuer, the Special Servicer, the Servicer, the Collateral Manager, the Directing Holder, the Note Administrator and the Trustee, and replace such sub-servicer with a successor sub-servicer that is a Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (a) all applicable costs and expenses (including cost and expenses of the Servicer) of any such termination made by the Directing Holder shall be paid by the Directing Holder and (b) all applicable accrued and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to such sub-servicer are paid in full.

Section 2.03.Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the processing and effectuation of Administrative Modifications, Criteria-Based Modifications and Loan-Level Benchmark Replacement Conforming Changes at the direction of the Collateral Manager by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 2.03(c), to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Loans and (iii) in the case of the Special Servicer, any instruments of assignment and sale in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer and the Collateral Manager in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above and, except in connection with any payment in full of any Loan, shall proceed with such course of action only upon receipt of the written approval thereof by the Issuer (or the Collateral Manager acting on behalf of the Issuer). The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.

(a)In the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking

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any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer, as the case may be, shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan or Mortgaged Property, (ii) may cause a violation of any provision of a Loan Document, the Indenture or this Agreement or (iii) may cause a violation of the Servicing Standard (except that Administrative Modifications, Criteria-Based Modifications and Loan-Level Benchmark Replacement Conforming Changes at the direction of the Collateral Manager shall not be subject to the Servicing Standard).

(b)The Directing Holder shall have the right to make any decision which is a Major Decision hereunder subject to, with respect to any Partitioned Loan, any rights of a Companion Interest Holder with respect to Major Decisions under the related Partition Agreement. The Servicer or the Special Servicer, as applicable, (i) shall send the Directing Holder a copy of any written request by an Obligor for a decision which is a Major Decision or any written notification of the occurrence of an event or circumstance which shall require the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Directing Holder make a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Directing Holder shall send the Servicer and the Special Servicer, as applicable, a copy of any written request by an Obligor received by it for a decision which is a Major Decision within two (2) Business Days of receipt thereof. The Directing Holder shall make such Major Decision and notify the Servicer or the Special Servicer, as applicable, of the actions to be taken with respect thereto within five (5) Business Days of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the Directing Holder’s decision is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as directed by the Directing Holder. In the event that the Servicer or the Special Servicer, as applicable, determines that the Directing Holder’s decision is not in accordance with the Servicing Standard, or if the Directing Holder fails to give notice of the actions to be taken within such five (5) Business Day period, then the Servicer or the Special Servicer, as applicable, shall not be bound by the Directing Holder’s determination with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard. For the avoidance of doubt, in the event that the Directing Holder initiates discussions with the Servicer or the Special Servicer, as applicable, with respect to a Major Decision, the Servicer or Special Servicer, as applicable, is not required to provide the Directing Holder with a written recommendation and analysis prior to implementing the Directing Holder’s decision with respect to such Major Decision.

Section 2.04.Certain Calculations. (a) All net present value calculations and determinations made under this Agreement with respect to any Loan or REO Property shall be made using a discount rate (with respect to the selection of which the Special Servicer shall be required to consult, on a non-binding basis, with the Collateral Manager) appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Loan or sale of the Loan if it is a Defaulted Loan by the Special Servicer, the higher of (1) the rate determined by the Special Servicer, that approximates the market rate that would be obtainable by the related Obligor on similar debt of such Obligor as of such date of determination and (2) the interest rate on such Loan based on its outstanding principal balance and (ii) for all other

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cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

(a)Allocations of payments among Partitioned Collateral Interests and any related Companion Interests in a Partitioned Loan shall be made in accordance with the related Partition Agreement.

(b)Any payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof (including, without limitation, calculating monthly distributions to Noteholders and Companion Interest Holders), be added to the unpaid principal balance of the related Loan, notwithstanding that the terms of such Loan or such modification, waiver or amendment so permit.

ARTICLE III

SERVICES TO BE PERFORMED

Section 3.01.Servicing; Special Servicing. (a) The Servicer hereby agrees to serve as the servicer with respect to each of the Serviced Loans and to perform servicing as described below and as otherwise provided herein, upon and subject to the terms of this Agreement. Subject to any limitation of authority under Section 2.03, “Servicing” shall mean those services pertaining to the Serviced Loans which, applying the Servicing Standard, are required hereunder to be performed by the Servicer, and which shall include:

(i)reviewing all documents in its possession or otherwise reasonably available to it pertaining to such Loans, administering and maintaining the Servicing Files, and inputting all necessary and appropriate information into the Servicer’s loan servicing computer system all to the extent and when necessary to perform its obligations hereunder;

(ii)preparing and filing or recording all continuation statements and other documents or instruments necessary to cause the continuation of any UCC financing statements filed with respect to the related Mortgaged Property and taking such other actions necessary to maintain the lien of any Mortgage or other relevant Loan Documents on the related Mortgaged Property, but only to the extent such other actions are within the control of the Servicer;

(iii)in accordance with and to the extent required by Section 3.05, monitoring each Obligor’s maintenance of insurance coverage on the related Mortgaged Property, as required by the related Loan Documents, and causing to be maintained adequate insurance coverage on the related Mortgaged Property in accordance with Section 3.05;

(iv)in accordance with and to the extent required by Section 3.02, monitoring the status of real estate taxes, assessments and other similar items and verifying the payment of such items for the related Mortgaged Property;

(v)preparing and delivering all reports and information required to be prepared or delivered by the Servicer hereunder;

(vi)performing payment processing, record keeping, administration of escrow and other accounts, interest rate adjustment, and other routine customer service functions;

(vii)monitoring any casualty losses or condemnation proceedings and administering any proceeds related thereto in accordance with the related Loan Documents; and

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(viii)notifying the related Obligors of the appropriate place for communications and payments, and collecting and monitoring all payments made with respect to such Loans.

(a)The Special Servicer hereby agrees to serve as the special servicer with respect to each Specially Serviced Loan and REO Loan as provided herein in accordance with the Servicing Standard (“Special Servicing”).

(b)The Special Servicer and the Collateral Manager shall be responsible for cooperating with each other and the Seller to administer the purchase by the Issuer of any Delayed Close Collateral Interest or Subsequent Collateral Interest as permitted pursuant to the Indenture, and each of the Special Servicer and the Collateral Manager is authorized to perform all administrative functions related thereto. Upon the acquisition of the Delayed Close Collateral Interest or any Subsequent Collateral Interest, the Issuer (or the Collateral Manager on its behalf) shall provide the Servicer with an updated data tape, and the Servicer shall update the applicable participation register to the extent required under the related Partition Agreement.

(c)With respect to each Non-Serviced Loan, the Servicer agrees to perform the following limited functions with respect to the related Collateral Interest and such Non-Serviced Loan:

(i)deposit in the Collection Account all payments of interest, principal and all other amounts received by the Servicer from the related Non-Serviced Servicer or Non-Serviced Special Servicer with respect to such Collateral Interest in accordance with Section 3.03 hereof;

(ii)receive and promptly provide any and all reports, budgets, material notices and related deliverables to which the holder of such Collateral Interest is entitled and that the Servicer actually receives pursuant to the terms of the related Loan Documents or the related Non-Serviced Servicing Agreement to the Trustee, the Note Administrator, the Collateral Manager and the Rating Agencies, in the same manner and form as, and to the extent that, any reports, budgets, notices and related deliverables that are required to be provided hereunder with respect to the Serviced Loans; and

(iii)promptly provide written notice to the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies upon the receipt of notice that there has been any termination or replacement of the then-current Non-Serviced Servicer or Non-Serviced Special Servicer, or any material change with respect to the related Non-Serviced Servicing Agreement.

(d)With respect to each Non-Serviced Loan that would be a Specially Serviced Loan if it were a Serviced Loan, the Special Servicer agrees to perform the following limited functions with respect to the related Collateral Interest and such Non-Serviced Loan:

(i)enforce all rights and remedies reserved for the holder of such Collateral Interest pursuant to the terms of the related Partition Agreement and Loan Documents;

(ii)receive and promptly provide any and all reports, budgets, material notices and related deliverables to which the holder of such Collateral Interest is entitled and the Special Servicer actually receives pursuant to the terms of the related Loan Documents or the related Non-Serviced Servicing Agreement to the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies, in the same manner and form as, and to the extent that, any reports, budgets, notices and related deliverables that are required to be provided hereunder with respect to the Serviced Loans; and

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(iii)promptly provide written notice to the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies upon the receipt of notice that there has been any termination or replacement of the then-current servicer or special servicer, or any material change with respect to the related Non-Serviced Servicing Agreement.

(e)With respect to each Non-Serviced Loan, the parties to this Agreement shall have no obligation or authority to supervise the respective parties to the related Non-Serviced Servicing Agreement (but this statement shall not relieve them of liabilities they may otherwise have in their capacities as parties to such Non-Serviced Servicing Agreement) or to make Servicing Advances with respect to any such Non-Serviced Loan. Any obligation of the Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Note Administrator, the Issuer, the Noteholders or the Rating Agencies with respect to any Non-Serviced Loan shall be dependent on its receipt of the corresponding information and collections from the related Non-Serviced Servicer or the Non-Serviced Special Servicer under the related Non-Serviced Servicing Agreement.

(f)With respect to any Non-Serviced Loan, the Servicer shall not agree to any amendment, modification or waiver with respect to the related Non-Serviced Servicing Agreement that adversely affects in any material respect the interest of the Issuer, as holder of the related Collateral Interest, unless the consent and consultation requirements that would be necessary for the same amendment, modification or waiver under the terms of this Agreement have been satisfied.

(g)With respect to the administration and servicing of any Performing Loan, the respective obligations and responsibilities of the Servicer and Special Servicer are delineated on the Servicing Responsibility Schedule. The Special Servicer shall be responsible for (i) administering Major Decisions (other than any Major Decisions which may be the administrative responsibility of the Servicer (if any) pursuant to the Servicing Responsibility Schedule and which may be processed by the Servicer) and (ii) administratively processing (without any obligation for analysis, recommendation or approval) Administrative Modifications and Criteria-Based Modifications with respect to the Serviced Loans as provided herein, and in each case the Special Servicer is authorized to perform all administrative functions related thereto.

(h)(i) Notwithstanding anything herein to the contrary, in the event that any Serviced Loan is evidenced by more than one mortgage or promissory note, as applicable, the Servicer or the Special Servicer, as applicable, shall service such Loan as a single, whole loan (including without limitation any remedies taken in respect of such Loan and the acquisition of any related REO Property), and, except as otherwise provided in the Loan Documents, any payments thereon shall be allocated among the promissory notes pro rata and pari passu and any Servicing Advance, whether pursuant to this Agreement or a Partition Agreement, shall be deemed to be for the benefit of all of the related promissory notes on a pro rata basis.

(i)(j) With respect to each Non-Serviced Loan, the Servicer will have limited duties with respect to each Non-Serviced Loan, which will generally include depositing payments received from the servicer under the applicable servicing agreement in respect of such Collateral Interest into the Collection Account and incorporation of related information received from such servicer in the Servicer’s reports to the Trustee, and the Special Servicer will have limited duties with respect to each Non-Serviced Loan, which will generally include the exercise of any consent or voting rights of the Issuer (subject to the consent or consultation rights of the Collateral Manager) under the related Partition Agreement.

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Section 3.02.Escrow Accounts; Collection of Taxes, Assessments and Similar Items. (a) Subject to and as required by the terms of the related Loan Documents, the Servicer shall establish and maintain one or more Eligible Accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited promptly after receipt and identification. Escrow Accounts shall be denominated “KeyBank National Association, as Servicer, for the benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of the INCREF 2025-FL1 Notes, the other Secured Parties and the related Companion Interest Holders” or in such other manner as the Issuer (or the Collateral Manager on behalf of the Issuer) and Servicer agree. The Servicer shall notify the Issuer, the Collateral Manager, the Special Servicer, the Note Administrator and the Trustee in writing of the location and account number of each Escrow Account it establishes and shall notify the Issuer, the Collateral Manager, the Special Servicer, the Note Administrator and the Trustee promptly after any change thereof. Except as provided herein (including without limitation, the withdrawals described in the following sentence, which may be made without Issuer or Special Servicer consent), withdrawals of amounts from an Escrow Account may be made only following notice to, and consent of, the Issuer (or the Special Servicer on behalf of the Issuer). Subject to any express provisions to the contrary herein, to applicable laws, and to the terms of the related Loan Documents governing the use of the Escrow Payments, withdrawals of amounts from an Escrow Account may only be made: (i) to effect payment of taxes, assessments and insurance premiums; (ii) to effect payment of ground rents and other items required or permitted to be paid from escrow; (iii) to refund to the related Obligors any sums determined to be in excess of the amounts required to be deposited therein; (iv) to pay interest, if required under the Loan Documents, to the Obligors on balances in the Escrow Accounts; (v) to pay to the Servicer from time to time any interest or investment income earned on funds deposited therein pursuant to Section 3.04; (vi) to apply funds to the indebtedness of the Loan in accordance with the terms thereof; (vii) to reimburse the Servicer, the Special Servicer, the Collateral Manager or the Advancing Agent, as the case may be, for any Servicing Advance or Servicing Expense, as the case may be, for which Escrow Payments should have been made by the Obligors, but only from amounts received on the Loan which represent late collections of Escrow Payments thereunder; (viii) to withdraw any amount deposited in the Escrow Accounts which was not required to be deposited therein; or (ix) to clear and terminate the Escrow Accounts at the termination of this Agreement.

(a)The Servicer shall maintain accurate records with respect to each Mortgaged Property securing a Serviced Loan, reflecting the status of taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums payable with respect thereto as well as the payment of ground rents with respect to each ground lease (to the extent such information is reasonably available). To the extent that the related Loan Documents require Escrow Payments to be made by an Obligor under a Serviced Loan, the Servicer shall use reasonable efforts to obtain, from time to time, all bills for the payment of such items, and shall effect payment prior to the applicable penalty or termination date, employing for such purpose Escrow Payments paid by such Obligor pursuant to the terms of the Loan Documents and deposited in the related Escrow Account by the Servicer. To the extent that the Loan Documents do not require an Obligor under a Serviced Loan to make Escrow Payments (and no other loan secured by the Mortgaged Property requires escrows or reserves for such amounts), the Servicer shall use its reasonable efforts to require that any tax, insurance or other payment referenced in the definition of Escrow Payment be made by such Obligors prior to the applicable penalty or termination date (to the extent that the holder of the related Loan has the right to so require). Subject to Section 3.05 with respect to the payment of insurance premiums, if an Obligor under a Serviced Loan fails to make payment on a timely basis or collections from such Obligor are insufficient to pay any such item when due and the holder of the related Loan has the right to pay such premiums on behalf of such Obligor pursuant to the terms of the related Loan Documents, the amount of any shortfall shall be a Servicing Expense or, if the amount in the Collection Account or the Partitioned Loan Collection Account, as applicable, is insufficient

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to pay such shortfall, such shortfall shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

Section 3.03.Collection Account and Partitioned Loan Collection Account. (a) The Servicer shall establish on or prior to the Closing Date, and maintain, an Eligible Account (the “Collection Account”) for the benefit of the Issuer for the purposes set forth herein. The Collection Account shall be denominated “KeyBank National Association, as Servicer, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of the INCREF 2025-FL1 Notes and the other Secured Parties” or in such other manner as the Issuer (or the Collateral Manager acting on behalf of the Issuer) prescribes. The Servicer shall deposit into the Collection Account (1) within two (2) Business Days after receipt of properly identified funds all payments and collections received by it on or after the date hereof with respect to the Loans and REO Properties (unless such payments and collections are required to be deposited into the Partitioned Loan Collection Account), other than (x) Escrow Payments, (y) payments in the nature of Additional Servicing Compensation or (z) scheduled payments of principal and interest due on or before the Closing Date and collected on or after the Closing Date, which amounts described in this clause (z) shall be remitted to the Seller, and (2) amounts from the Partitioned Loan Collection Account pursuant to Section 3.03(d)(vii)(B)(1). In addition, at the direction of the Issuer (or the Collateral Manager on behalf of the Issuer) the Servicer shall deposit into the Collection Account any Prepaid Interest Amount received by the Issuer.

(a)The Servicer shall make withdrawals from the Collection Account only as follows (the order set forth below not constituting an order of priority for such withdrawals):

(i)to withdraw any amount deposited in or transferred to the Collection Account which was not required to be deposited therein;

(ii)pursuant to Section 5.01, to pay itself unpaid Servicing Fees and Servicing Onboarding Fees, if applicable, and any unpaid Additional Servicing Compensation on each Remittance Date;

(iii)pursuant to Section 5.03(a) and (b), but subject to the waiver in Section 5.03(c), to pay to the Special Servicer the Special Servicing Fee, Liquidation Fee, Workout Fee and any unpaid Additional Servicing Compensation on each Remittance Date;

(iv)(A) to reimburse itself and the Advancing Agent, as applicable (in that order), for unreimbursed Servicing Advances, together with interest thereon at the Advance Rate, the respective rights of each such Person to receive payment pursuant to this clause (A) with respect to any Loan, Mortgaged Property or REO Property being limited to, as applicable, related payments by the applicable Obligor with respect to such Servicing Advance and Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Proceeds of the Loan, Mortgaged Property or REO Property for which such Servicing Advance was made, and (B) to pay or reimburse the Issuer, the Collateral Manager, the Servicer and the Special Servicer for any unreimbursed Servicing Expenses related to the Loans, Mortgaged Properties or REO Properties, together with interest thereon at the Advance Rate, within five (5) days of incurring same (provided that, with respect to any Partitioned Loan, such Servicing Expenses and interest thereon shall be paid first from the Partitioned Loan Collection Account);

(v)to reimburse itself and the Advancing Agent, as applicable (in that order), for Nonrecoverable Servicing Advances, together with interest thereon at the Advance Rate, first, out of REO Proceeds, Liquidation Proceeds and Insurance and Condemnation Proceeds received on the related Loan or REO Property, then, out of the interest portion of general collections on the Loans and REO Properties, then, to the extent the interest portion of

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general collections is insufficient and with respect to such excess only, out of other collections on the Loans and REO Properties;

(vi)to pay to itself, as the case may be, from time to time any interest or investment income earned on funds deposited in the Collection Account to the extent it is entitled thereto pursuant to Section 3.04;

(vii)to remit to the Seller any collections representing Retained Interest under, and as defined in, the Collateral Interest Purchase Agreement;

(viii)(A) within two (2) Business Days after receipt of Principal Proceeds, to remit such Principal Proceeds to the Note Administrator for deposit into the Collection Account and (B) to remit to the Note Administrator on each Remittance Date to remit to the Note Administrator for deposit into the Payment Account, all amounts on deposit in the Collection Account (that represent good and available funds) as of the close of business on the related Determination Date, net of any withdrawals from the Collection Account pursuant to this Section;

(ix)to clear and terminate the Collection Account upon the termination of this Agreement; and

(x)subject to receipt by the Servicer of a request from the Collateral Manager satisfying the requirements set forth in this clause (x), to remit to the Note Administrator by no later than five Business Days after receipt by the Servicer of Principal Proceeds in properly identified funds, from amounts available from one or more specific Collateral Interests identified by the Collateral Manager, for deposit into the Reinvestment Account, any such Principal Proceeds. The Collateral Manager shall provide each such request to the Servicer at least 10 Business Days prior to the expected prepayment subject to such request. Any such request referred to above (a) shall be delivered no more than once in each Due Period and only during the Reinvestment Period and (b) shall specify the requested date of remittance and amount of the Principal Proceeds to be remitted. The Servicer shall not be required to make any determination with respect to, or verification of, the delivery or sufficiency of any certification of the Collateral Manager required hereby or by Section 11.01(a) of the Indenture.

(b)With respect to the Serviced Partitioned Loans, the Servicer shall establish on or prior to the Closing Date, and maintain, an Eligible Account or a sub-account of an Eligible Account (the “Partitioned Loan Collection Account”) for the purposes set forth herein. The Partitioned Loan Collection Account may be a sub-account of a single account, including of the Collection Account. The Partitioned Loan Collection Account shall be denominated “KeyBank National Association, as Servicer, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of the INCREF 2025-FL1 Notes, other Secured Parties and the Companion Interest Holders.” The Servicer shall deposit into the Partitioned Loan Collection Account within two (2) Business Days after receipt of properly identified funds all payments and collections received by it on or after the date hereof with respect to the Serviced Partitioned Loans and related REO Properties (and the related Companion Interests) and any proceeds received from the disposition of Serviced Partitioned Loans and related REO Properties (and the related Companion Interests), other than (x) Escrow Payments, (y) payments in the nature of Additional Servicing Compensation or (z) scheduled payments of principal and interest due on or before the Closing Date and collected on or after the Closing Date, which amounts described in this clause (z) shall be remitted to the Seller. Amounts in the Partitioned Loan Collection Account applicable to any Companion Interest shall not be assets of the Issuer, but instead shall be held by the Servicer on behalf of the related Companion Interest Holder.

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(c)The Servicer shall make withdrawals from the Partitioned Loan Collection Account only as follows (the order set forth below not constituting an order of priority for such withdrawals):

(i)to withdraw any amount deposited in or transferred to the Partitioned Loan Collection Account which was not required to be deposited therein;

(ii)to pay to itself any unpaid Servicing Fees, Servicing Onboarding Fees and Additional Servicing Compensation to which it is entitled pursuant to Section 5.01, but only to the extent earned on the Serviced Partitioned Loans or related REO Property;

(iii)to pay to the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees, Workout Fees and Additional Servicing Compensation to which the Special Servicer is entitled pursuant to Section 5.03, but only to the extent earned on the Serviced Partitioned Loans or related REO Property;

(iv)(A) to reimburse itself and the Advancing Agent, as applicable (in that order), for unreimbursed Servicing Advances with respect to any Serviced Partitioned Loans or related REO Property, together with interest thereon at the Advance Rate, the respective rights of each such Person to receive payment pursuant to this clause (A) being limited to, as applicable, related payments by the applicable Obligor with respect to such Servicing Advance and Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Proceeds of the Loan or REO Property for which such Servicing Advance was made, and (B) to pay or reimburse the Issuer, the Collateral Manager, the Special Servicer and the Servicer for any unreimbursed Servicing Expenses with respect to the related Partitioned Loan or REO Property, together with interest thereon at the Advance Rate, within five (5) days of incurring same;

(v)to reimburse itself and the Advancing Agent, as applicable (in that order), for Nonrecoverable Servicing Advances with respect to any Serviced Partitioned Loans or related REO Property, together with interest thereon at the Advance Rate, the respective rights of each such Person to receive payment pursuant to this clause (v) being limited to, as applicable, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Proceeds and other collections on the Loan or REO Property for which such Nonrecoverable Servicing Advances were made;

(vi)to pay to itself from time to time any interest or investment income earned on funds deposited in such Partitioned Loan Collection Account to the extent it is entitled thereto pursuant to Section 3.04;

(vii)(A) no later than two (2) Business Days after receipt of Principal Proceeds allocable to Partitioned Collateral Interests owned by the Issuer pursuant to the related Partition Agreements, to remit such Principal Proceeds to the Note Administrator for deposit into the Collection Account, and (B) (1) on each Remittance Date, to remit to the Collection Account, all amounts on deposit in such Partitioned Loan Collection Account (that represent good and available funds) that are allocable to the portion of such Collateral Interest owned by the Issuer pursuant to the related Partition Agreement and (2) on each Partitioned Loan Remittance Date, to each related Companion Interest Holder, all amounts on deposit in such Partitioned Loan Collection Account (that represent good and available funds) that are payable pursuant to the related Partition Agreement to such Companion Interest Holder (taking into account other amounts due under such Partition Agreement);

(viii)to clear and terminate the Partitioned Loan Collection Account upon the termination of this Agreement; and

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(ix)subject to receipt by the Servicer of a request from the Collateral Manager satisfying the requirements set forth in this clause (ix), to transfer to the Collection Account by no later than five Business Days after receipt by the Servicer of Principal Proceeds in properly identified funds, from amounts available from one or more specific Collateral Interests identified by the Collateral Manager, for deposit into the Reinvestment Account, any such Principal Proceeds. The Collateral Manager shall provide each such request to the Servicer at least 10 Business Days prior to the expected prepayment subject to such request. Any such request referred to above (a) shall be delivered no more than once in each Due Period and only during the Reinvestment Period and (b) shall specify the requested date of remittance and amount of the Principal Proceeds to be remitted. The Servicer shall not be required to make any determination with respect to, or verification of, the delivery or sufficiency of any certification of the Collateral Manager required hereby or by Section 11.01(a) of the Indenture.

Section 3.04.Permitted Investments. The Servicer or the Special Servicer, as the case may be, may direct any depository institution or trust company in which the Servicing Accounts are maintained to invest the funds held therein in one or more Permitted Investments; provided, however, that (a) any amounts held in the Collection Account or the Partitioned Loan Collection Account that are invested shall be (x) invested only in short-term Permitted Investments and (y) sold no later than two Business Days prior to each Remittance Date, and (b) in all cases, such funds shall be either (i) immediately available or (ii) available in accordance with a schedule which will permit the Servicer to meet its payment obligations hereunder. The Servicer or the Special Servicer, as the case may be, shall be entitled to all income and gain realized from the investment of funds deposited in the Servicing Accounts as Additional Servicing Compensation. The Servicer or the Special Servicer, as the case may be, shall deposit from its own funds in the applicable Servicing Account the amount of any loss incurred in respect of any such investment of funds immediately upon the realization of such loss; provided that neither the Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Servicing Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account in the month in which the loss occurred and at the time such investment was made. Notwithstanding the foregoing, the Servicer or the Special Servicer, as the case may be, shall not (other than in the case of sub-clause (2) below) direct the investment of funds held in any Escrow Account and shall not retain the income and gain realized therefrom if the related Loan Documents or applicable law permit the Obligor to be entitled to the income and gain realized from the investment of funds deposited therein. In such event, the Servicer or the Special Servicer, as the case may be, shall direct the depository institution or trust company in which such Escrow Accounts are maintained to invest the funds held therein (1) in accordance with the Obligor’s written investment instructions, if the Loan Documents or applicable law require such funds to be invested in accordance with the Obligor’s direction; and (2) in accordance with the written investment instructions of the Special Servicer to invest such funds in a Permitted Investment, if the Loan Documents and applicable law do not permit the related Obligor to direct the investment of such funds; provided, however, that in either event (i) such funds shall be either (y) immediately available or (z) available in accordance with a schedule which will permit the Servicer or the Special Servicer, as the case may be, to meet the payment obligations for which the Escrow Account was established, and (ii) the Servicer or the Special Servicer, as the case may be, shall have no liability for any loss in investments of such funds that are invested pursuant to such written instructions.

Section 3.05.Maintenance of Insurance Policies. (a) The Special Servicer (only with respect to Specially Serviced Loans and REO Properties) or the Servicer (with respect to Performing Loans) shall use efforts consistent with the Servicing Standard to cause the related Obligor of each Serviced Loan to maintain for each such Serviced Loan such insurance as is required to be maintained pursuant to the related Loan Documents. If the related Obligor fails to

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maintain such insurance, the Servicer or the Special Servicer, as applicable, shall notify the Issuer of such breach, and shall, to the extent available at commercially reasonable rates and that the Issuer has an insurable interest, cause such insurance to be maintained. To the extent provided in the applicable Loan Documents, all such policies shall be endorsed with standard mortgagee clauses (if applicable) with loss payable to the Issuer, and shall be in an amount sufficient to avoid the application of any co-insurance clause. The costs of maintaining the insurance policies which the Servicer or the Special Servicer, as the case may be, is required to maintain pursuant to this Section shall be a Servicing Expense or, if the amount in the Collection Account or the Partitioned Loan Collection Account, as applicable, is insufficient to pay such costs, such costs shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

(a)The Servicer or the Special Servicer, as the case may be, may fulfill its obligation to maintain insurance, as provided in Section 3.05(a), through a master force placed insurance policy with a Qualified Insurer, the cost of which shall be a Servicing Expense or, if the amount in the Collection Account or the Partitioned Loan Collection Account, as applicable, is insufficient to pay such costs, such costs shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance; provided that such cost is limited to the incremental cost of such policy allocable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not such Mortgaged Property or REO Property is then covered thereby, which shall be paid by the Advancing Agent at the direction of the Servicer or the Special Servicer, as the case may be). Such master force placed insurance policy may contain a deductible clause, in which case the Servicer or the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.05(a), and there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the related Servicing Account from its own funds the amount not otherwise payable under the master force placed insurance policy because of such deductible to the extent that such deductible exceeds the deductible limitation required under the related Loan Documents, or, in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.

(b)Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Servicer’s or the Special Servicer’s, as applicable, directors, officers and employees, in connection with its activities under this Agreement. The form and amount of coverage shall be consistent with the Servicing Standard. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Any fidelity bond and errors and omissions insurance policy required under this Section 3.05(c) shall be obtained from a Qualified Insurer. Notwithstanding the foregoing, so long as the unsecured obligations of the Servicer or Special Servicer (or their respective corporate parent), as applicable, has been rated at least “A3” by Moody’s and “A-” by Fitch, the Servicer or the Special Servicer, as applicable, shall be entitled to provide self-insurance directly or through its parent (so long as such parent is obligated to pay the related claims), as applicable, with respect to its obligation to maintain a blanket fidelity bond and an errors and omissions insurance policy.

No provision of this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or Special Servicer, as applicable, from its duties and obligations as set forth in this Agreement. The Servicer and Special Servicer, as applicable, shall deliver or cause to be delivered to the Trustee and the Note Administrator, upon request, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect.

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Section 3.06.Delivery and Possession of Servicing Files. On or before the Transfer Date, the Issuer (or the Collateral Manager acting on behalf of the Issuer) shall deliver or cause to be delivered to the Servicer (i) a Servicing File with respect to each Loan; and (ii) the amounts, if any, received by the Issuer representing Escrow Payments previously made by the Obligors. The Servicer shall promptly acknowledge receipt of the Servicing File and Escrow Payments and shall promptly deposit such Escrow Payments in the Escrow Accounts established pursuant to this Agreement. The contents of each Servicing File delivered to the Servicer are and shall be held in trust by the Servicer on behalf of the Issuer for the benefit of the Relevant Parties in Interest. The Servicer’s possession of the contents of each Servicing File so delivered shall be for the sole purpose of servicing the related Loan and such possession by the Servicer shall be in a custodial capacity only. The Servicer shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Issuer (or the Collateral Manager acting on behalf of the Issuer), and upon request of the Issuer (or the Collateral Manager acting on behalf of the Issuer), the Servicer shall deliver to the Issuer, or its nominee, the Servicing File or a copy of any document contained therein; provided, however, that if the Servicer is unable to perform its Servicing obligations with respect to the related Loan as a result of any such release or delivery of the Servicing File, then the Servicer shall not be liable, while the related Servicing File is not in the Servicer’s possession, for any failure to perform any obligation hereunder with respect to the related Loan.

Section 3.07.Inspections; Financial Statements. (a) With respect to each Performing Loan, the Servicer shall perform, or cause to be performed, a physical inspection of the related Mortgaged Property at least annually, beginning in 2026, and, in addition, if at any time (i) the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests such an inspection, or (ii) the Servicer, with the approval of the Issuer (or the Collateral Manager acting on behalf of the Issuer), determines that it is prudent to conduct such an inspection. The Servicer shall prepare a written report of each such inspection and shall promptly deliver a copy of such report to the Issuer, the Special Servicer and the Collateral Manager. The reasonable out-of-pocket expenses incurred by the Servicer and a reasonable fee due to the Servicer in connection with any such inspections made at the request of, or with the approval of, the Issuer, or the Collateral Manager acting on behalf of the Issuer (including any out-of-pocket expenses related to travel and lodging and any charges incurred through the use of a qualified third party to perform such services) shall be a Servicing Expense or, if the amount in the Collection Account or the Partitioned Loan Collection Account, as applicable, is insufficient to pay such expenses and fees, such expenses and fees shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

(a)With respect to a Specially Serviced Loan that is secured directly or indirectly by real property and with respect to REO Property related to a Serviced Loan, the Special Servicer shall perform a physical inspection of each such Mortgaged Property (i) as soon as possible after a Special Servicing Transfer Event and thereafter at least annually, and, in addition (ii) if at any time (x) the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests such an inspection, or (y) the Special Servicer, determines that it is prudent to conduct such an inspection. The Special Servicer shall prepare a written report of each such inspection and shall promptly deliver a copy of such report to the Issuer, the Servicer, and the Collateral Manager. The reasonable out-of-pocket expenses incurred by the Special Servicer and a reasonable fee due the Special Servicer in connection with any such inspections (including any out-of-pocket expenses related to travel and lodging and any charges incurred through the use of a qualified third party to perform such services) shall be a Servicing Expense or, if the amount in the Collection Account or the Partitioned Loan Collection Account, as applicable, is insufficient to pay such expenses and fees, such expenses and fees shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

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(b)Commencing with respect to the calendar year ending December 31, 2025 (as to annual information) and the calendar quarter ending on June 30, 2025 (as to quarterly information), the Servicer, in the case of any Performing Loans described in Section 3.07(a), and the Special Servicer, in the case of any Specially Serviced Loans and REO Property related to a Serviced Loan, shall (i) make reasonable efforts to collect promptly from the related Obligor quarterly and annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Obligor and any other documents or reports required to be delivered under the terms of the related Loan Documents, if delivery of such items is required pursuant to the terms of the related Loan Documents and (ii) promptly (A) review and analyze such items as may be collected; (B) prepare or update, in accordance with Section 4.01(e), CREFC® NOI Adjustment Worksheets, CREFC® Operating Statement Analysis Reports and CREFC® Comparative Financial Status Reports based on such analysis; and (C) in the case of the Servicer, deliver copies of such prepared written reports and collected operating statements and rent rolls to the Special Servicer.

Section 3.08.Exercise of Remedies upon Loan Defaults. Upon the failure of any Obligor under a Serviced Loan to make any required payment of principal, interest or other amounts due under such Serviced Loan, or otherwise to perform fully any material obligations under any of the related Loan Documents, in either case within any applicable grace period, the Servicer shall, upon discovery of such failure, promptly notify the Special Servicer, the Advancing Agent, the Collateral Manager and the Issuer in writing. As directed in writing by the Issuer (or the Collateral Manager acting on behalf of the Issuer) in each instance, the Special Servicer shall issue notices of default, declare events of default, declare due the entire outstanding principal balance, and otherwise take all reasonable actions consistent with the Servicing Standard under the related Loan in preparation for the Special Servicer to realize upon the related Underlying Note.

Section 3.09.Enforcement of Due-On-Sale Clauses; Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Subject to the terms of Section 2.03(c) hereof, if any Serviced Loan contains a provision in the nature of a “due-on-sale” clause (including, without limitation, sales or transfers of related Mortgaged Properties (in full or part) or the sale or transfer of direct or indirect interests in the related Obligor, its subsidiaries or its owners), which by its terms:

(i)provides that such Loan will (or may at the lender’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interests in the Obligor,

(ii)provides that such Loan may not be assumed without the consent of the related lender in connection with any such sale or other transfer, or

(iii)provides that such Loan may be assumed or transferred without the consent of the lender, provided certain conditions set forth in the Loan Documents are satisfied,

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one of the 10 largest Collateral Interests (based on principal balance) owned by the Issuer; provided, further, that the Special Servicer shall not be required to enforce any such due-on-sale clauses and in connection therewith shall not be required to (x) accelerate the payments thereon, (y) withhold its consent to such an assumption or (z) satisfy the Rating Agency Condition with respect thereto if the Special Servicer determines, in accordance with the Servicing Standard (1) that such provision is not enforceable under applicable law or the enforcement of such provision is reasonably likely to result in meritorious legal action by the related Obligor or (2) that granting such consent would be likely to result in a greater recovery, on a net present value basis (discounting at the related mortgage rate), than would enforcement of such clause.

If, notwithstanding anything to the contrary contained herein or any directions to the contrary from the Directing Holder, the Special Servicer determines in accordance with the Servicing Standard that (A) granting such consent would be likely to result in a greater recovery, (B) such provision is not legally enforceable, or (C) that the conditions described in clause (iii) above relating to the assumption or transfer of the Loan have been satisfied, the Special Servicer is authorized to take or enter into an assumption agreement from or with the Person to whom the related Loan has been or is about to be conveyed, and to release the original Obligor from liability upon the Loan and substitute the new Obligor as obligor thereon, provided that the credit status of the prospective new Obligor is in compliance with the Servicing Standard and the terms of the related Loan Documents. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Servicer. The Special Servicer shall notify the Issuer, the Servicer and the Directing Holder that any such assumption or substitution agreement has been completed by forwarding to the Issuer (with a copy to the Servicer, the Collateral Manager, the related Companion Interest Holder and the Directing Holder) the original copy of such agreement, which copies shall be added to the related Collateral Interest File and shall, for all purposes, be considered a part of such Collateral Interest File to the same extent as all other documents and instruments constituting a part thereof.

To the extent not precluded by the Loan Documents, the Special Servicer shall not approve an assumption or substitution without requiring the related Obligor to pay any fees owed to the Rating Agencies associated with the approval of such assumption or substitution (if required). However, in the event that the related Obligor is required but fails to pay such fees, such fees shall be treated as a Servicing Expense.

The Special Servicer shall provide copies of any waivers of any due-on-sale clause to the 17g-5 Information Provider for posting on the 17g-5 Website.

(a)Subject to the terms of Section 2.03(c) hereof, if any Serviced Loan contains a provision in the nature of a “due-on-encumbrance” clause (including, without limitation, any mezzanine financing of the related Obligor or the related Mortgaged Property), which by its terms:

(i)provides that such Loan shall (or may at the lender’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property,

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(ii)requires the consent of the related lender to the creation of any such lien or other encumbrance on the related Mortgaged Property or underlying Real Property, or

(iii)provides that such Mortgaged Property may be further encumbered without the consent of the lender, provided certain conditions set forth in the Loan Documents are satisfied,

then, for so long as the related Collateral Interest is owned by the Issuer, the Special Servicer on behalf of the Issuer shall take such action as directed by the Directing Holder pursuant to Section 2.03(c); provided that, subject to Section 3.09(f) below, the Special Servicer shall not waive, without first satisfying the Rating Agency Condition, any “due-on-encumbrance” clause (which the Special Servicer shall interpret, if the related Loan Documents allow such interpretation, to include requests for approval of mezzanine financing or preferred equity), with regard to any Loan for which the related Collateral Interest (A) represents two percent (2%) or more of the principal balance of all the Collateral Interests owned by the Issuer, (B) has a principal balance of over $35,000,000, (C) is one of the ten (10) largest Collateral Interests (based on principal balance) owned by the Issuer, (D) has an aggregate loan-to-value ratio (including existing and proposed additional debt) that is equal to or greater than 85%, or (E) has an aggregate debt service coverage ratio (including the debt service on the existing and proposed additional debt) that is less than 1.2x; provided, further, that the Special Servicer shall not be required to enforce any such due-on-encumbrance clauses and in connection therewith shall not be required to (x) accelerate the payments thereon, (y) withhold its consent to such encumbrance or (z) satisfy the Rating Agency Condition with respect thereto if the Special Servicer determines, in accordance with the Servicing Standard (1) that such provision is not enforceable under applicable law or the enforcement of such provision is reasonably likely to result in meritorious legal action by the related Obligor, (2) that granting such consent would be likely to result in a greater recovery, on a net present value basis (discounting at the related mortgage rate), than would enforcement of such clause or (3) after giving effect to the waiver, (a) the Collateral Interest would have an aggregate loan-to-value ratio (including existing and proposed additional debt) that is equal to or less than the loan-to-value ratio of the Collateral Interest immediately prior to giving effect to the waiver and (b) the Collateral Interest would have an aggregate debt service coverage ratio (including existing and proposed additional debt) that is equal to or greater than the debt service coverage ratio of the Collateral Interest immediately prior to giving effect to the waiver.

To the extent not precluded by the Loan Documents, the Special Servicer shall not approve an additional encumbrance without requiring the related Obligor to pay any fees owed to the Rating Agencies associated with the approval of such lien or encumbrance. However, in the

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event that the related Obligor is required but fails to pay such fees, such fees shall be reimbursable as a Servicing Expense.

The Special Servicer shall provide copies of any waivers of any due-on-encumbrance clause to the 17g-5 Information Provider for posting on the 17g-5 Website.

(b)If the Servicer receives any request for any assumption, transfer, further encumbrance or other action contemplated by this Section 3.09, the Servicer shall forward such request to the Special Servicer for analysis and processing and the Servicer shall have no further liability or duty with respect thereto.

(c)Nothing in this Section 3.09 shall constitute a waiver of the Issuer’s rights, as the lender of record, to receive notice of any assumption of a Loan, any sale or other transfer of the related Loan or the creation of any lien or other encumbrance with respect to such Loan.

(d)In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer shall not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Loan, other than pursuant to Section 3.15 hereof.

(e)Notwithstanding anything to the contrary herein, it shall not be necessary to satisfy the Rating Agency Condition with respect to any waivers of due-on-sale or due-on-encumbrance clauses performed as Administrative Modifications or Criteria-Based Modifications.

Section 3.10.Appraisals; Realization upon Defaulted Collateral Interests. (a) Promptly following any acquisition by the Special Servicer of an REO Property on behalf of the Issuer for the benefit of the Relevant Parties in Interest or upon the occurrence of an Appraisal Reduction Event, the Special Servicer shall (i) notify the Servicer thereof, (ii) within one hundred and twenty (120) days, obtain an updated Appraisal or a letter update for an existing Appraisal (an “Updated Appraisal”) if such existing Appraisal is less than twelve (12) months old, in order to determine the fair market value of such REO Property or the related Mortgaged Property, as applicable, and shall notify the Issuer, the Servicer and the Collateral Manager of the results of such Appraisal (provided that the Special Servicer shall not be required to obtain an Updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal that is less than twelve (12) months old and the Special Servicer is not aware of any material change in the market for, or the condition or value of the Mortgaged Property); and (iii) in connection with an Appraisal Reduction Event, calculate an Appraisal Reduction Amount. Any such Updated Appraisal shall be conducted by an Appraiser and the cost thereof shall be a Servicing Expense or, if the amount in the Collection Account, the Partitioned Loan Collection Account or the related REO Account, as applicable, is insufficient to pay such costs, such costs shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance. For so long as the related Loan is a Specially Serviced Loan, the Special Servicer shall update each Updated Appraisal every twelve (12) months and recalculate the Appraisal Reduction Amount (as defined in the Indenture) with respect to each Loan.

(a)The Special Servicer shall monitor each Specially Serviced Loan, evaluate whether the causes of the Special Servicing Transfer Event can be corrected over a reasonable period without significant impairment of the value of the Loan or the related Mortgaged Property, initiate corrective action in cooperation with the Obligor if, in the Special Servicer’s judgment, cure is likely, and take such other actions (including without limitation, negotiating and accepting a full, partial or discounted payoff of a Loan) as are consistent with the Servicing Standard. If, in the Special Servicer’s judgment, such corrective action has been unsuccessful,

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no satisfactory arrangement can be made for collection of delinquent payments, and the Specially Serviced Loan has not been released from the Issuer pursuant to any provision hereof, and except as otherwise specifically provided in Section 3.09(a) and 3.09(b), the Special Servicer may, to the extent consistent with the Asset Status Report (and with the consent of the Issuer (or the Collateral Manager acting on behalf of the Issuer)) and with the Servicing Standard, accelerate such Specially Serviced Loan and commence a foreclosure or other acquisition with respect to the related Mortgaged Property, provided that the Special Servicer determines in accordance with the Servicing Standard that such acceleration and foreclosure are more likely to produce a greater recovery to the Relevant Parties in Interest on a present value basis (discounting at the related interest rate) than would a waiver of such default or an extension or modification. With respect to any Combined Loan, a Participation in a Combined Loan or a Loan with respect to which the lender has obtained a pledge of the equity interests in the Obligor, in lieu of exercising the rights of the lender under the related Mortgage Loan to foreclose on the related Mortgaged Property, subject to any applicable consent and consultation rights of the Directing Holder, the Special Servicer may determine to exercise the rights of the lender under the related equity pledge to foreclose on the equity pledged under the related Mortgage Loan. The costs and expenses of any such proceedings shall be a Servicing Expense or, if the amount in the Collection Account or the Partitioned Loan Collection Account, as applicable, is insufficient to pay such costs and expenses, such costs and expenses shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

(b)If the Special Servicer elects to proceed with a non-judicial foreclosure or other similar proceeding related to personal property in accordance with the laws of the state where a Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related Obligor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure or other similar proceeding related to personal property or if the Special Servicer determines, in its best judgment, that the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination is evidenced by an Officer’s Certificate delivered to the Issuer and the Collateral Manager.

(c)In the event that title to any Mortgaged Property is acquired on behalf of the Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy (i) that is a Sensitive Asset, the deed or certificate of sale shall be issued to the Issuer, an REO Subsidiary or a nominee of the Issuer (which shall not include the Servicer or the Special Servicer) or (ii) that is not a Sensitive Asset, the deed or certificate of sale shall be taken as otherwise provided in this Agreement. Title may be taken in the name of an Issuer Subsidiary that is managed by the Special Servicer (the costs of which shall be advanced by the Advancing Agent as a Servicing Advance). Notwithstanding any such acquisition of title and cancellation of the related Loan, such Loan shall be considered to be an REO Loan until such time as the related REO Property is sold by the Issuer for the benefit of the Relevant Parties in Interest and shall be reduced only by collections net of expenses. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such REO Loan shall be considered to be outstanding:

(i)it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Underlying Note shall have been discharged, such Underlying Note and, for purposes of determining the stated principal balance thereof, the related amortization schedule in effect at the time of any such acquisition of title shall remain in effect; and

(ii)net REO Proceeds received in any month shall be applied to amounts that would have been payable under the related Underlying Note(s) in accordance with the terms of such Underlying Note(s) or the related Loan Documents. In the absence of such

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terms, net REO Proceeds received in any month shall be deemed to have been received first, in reimbursement of Servicing Advances related to such Loan; second, in payment of Special Servicing Fees, Liquidation Fees and Workout Fees related to such Loan; third, in payment of the unpaid accrued interest on such Loan; fourth, in payment of outstanding principal of such Loan; and thereafter, to be applied to the payment of installments of principal and accrued interest deemed to be due and payable in accordance with the terms of such Underlying Note(s) or related Loan Documents, net of any withholding taxes, until such principal and accrued interest has been paid in full and then to other amounts due under such Loan. If such net REO Proceeds exceed the Monthly Payment then payable, the excess shall be treated as a Principal Prepayment received in respect of such REO Loan.

(d)Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Issuer, for the benefit of the Noteholders, obtain title to any Mortgaged Property as a result of or in lieu of foreclosure or otherwise, obtain title to any direct or indirect equity interest in any Obligor pledged pursuant to a pledge agreement and thereby be the beneficial owner of the related Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Issuer would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent environmental consultant who regularly conducts environmental audits, that:

(i)such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, and

(ii)there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer to take such actions with respect to the affected Mortgaged Property.

In the event that the environmental assessment first obtained by the Special Servicer with respect to the Mortgaged Property indicates that such Mortgaged Property may not be in compliance with applicable environmental laws or that hazardous materials may be present but does not definitively establish such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent environmental consultant who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests of the Relevant Parties in Interest. Any such tests shall be deemed part of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.

(e)The environmental assessment contemplated by Section 3.10(h) shall be prepared within three (3) months (or as soon thereafter as practicable) of the determination that such assessment is required by an Independent environmental consultant who regularly conducts environmental audits for purchasers of commercial property where the related Mortgaged

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Property is located, as determined by the Special Servicer in a manner consistent with the Servicing Standard. The cost of preparation of such environmental assessments shall be a Servicing Expense or, if the amount in the Collection Account, the Partitioned Loan Collection Account or the related REO Account, as applicable, is insufficient to pay such costs, such costs shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

(f)The Special Servicer shall take such action with respect to a Mortgaged Property that is not in compliance with applicable environmental laws as is directed by the Collateral Manager; provided, however, that if the Special Servicer determines pursuant to Section 3.10(h)(i) that any Mortgaged Property is not in compliance with applicable environmental laws but that it is in the best economic interest of the Issuer to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant to Section 3.10(h)(ii) that the circumstances referred to therein relating to hazardous materials are present but that it is in the best economic interest of the Issuer to take such action with respect to the containment, clean-up or remediation of hazardous materials affecting such Mortgaged Property as is required by law or regulation, the Special Servicer shall take such action as it deems to be in the best economic interest of the Issuer, but only if the Issuer (or the Note Administrator or the Collateral Manager acting on behalf of the Issuer) has mailed notice to the Noteholders of such proposed action, which notice will be prepared by the Special Servicer, and only if the Issuer (or the Note Administrator or the Collateral Manager acting on behalf of the Issuer) does not receive, within 30 days of such notification, instructions from the Noteholders entitled to a majority of the voting rights directing the Special Servicer not to take such action. Notwithstanding the foregoing, if the Special Servicer reasonably determines that it is likely that within such thirty-day period irreparable environmental harm to such Mortgaged Property would result from the presence of such hazardous materials and provides a prior written statement to the Issuer and the Collateral Manager setting forth the basis for such determination, then the Special Servicer may take such action to remedy such condition as may be consistent with the Servicing Standard. None of the Issuer, the Collateral Manager or the Special Servicer will be obligated to take any action or not take any action at the direction of the Noteholders, unless the Noteholders agree to indemnify the Issuer, the Collateral Manager, and the Special Servicer with respect to such action or inaction. The Special Servicer will notify the Advancing Agent of the need to advance the costs of any such compliance, containment, clean-up or remediation as a Servicing Advance. With respect to any Combined Loan, a Participation in a Combined Loan or a Loan with respect to which the lender has obtained a pledge of the equity interests in the borrower, in lieu of exercising the rights of the lender under the related Mortgage Loan to foreclose on the related Mortgaged Property, subject to the rights of any Companion Interest Holder pursuant to Section 3.23 hereof, the Special Servicer may determine to exercise the rights of the lender under the related Mezzanine Loan or equity pledge to foreclose on the Pledged Equity under the related Mortgage Loan.

(g)The Special Servicer shall notify the Servicer of any Mortgaged Property securing a Serviced Loan which is abandoned or foreclosed that requires reporting to the IRS and shall provide the Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any such Mortgaged Property which is abandoned or foreclosed, and the Servicer shall report to the IRS and the related Obligor, in the manner required by applicable law, such information, and the Servicer shall report, via Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Servicer by the Special Servicer. The Servicer shall deliver a copy of any such report to the Issuer and the Collateral Manager.

Section 3.11.Annual Statement as to Compliance. The Servicer and the Special Servicer (each a “Reporting Person”) shall each deliver to the Issuer, the Note Administrator, the Trustee, the Collateral Manager and the 17g-5 Information Provider on or before April 30 of

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each year, beginning with April 30, 2026 an Officer’s Certificate stating, as to each signatory thereof, (i) that a review of the activities of the Reporting Person during the preceding calendar year and of its performance under this Agreement has been made under such Officer’s supervision, and (ii) that, to the best of such Officer’s knowledge, based on such review, the Reporting Person has fulfilled all of its obligations under this Agreement in all material respects throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer, the nature and status thereof and what action it proposes to take with respect thereto.

Section 3.12.Annual Independent Public Accountants’ Servicing Report. On or before April 30 of each year, beginning with April 30, 2026, each Reporting Person, at such Reporting Person’s expense, shall cause a registered public accounting firm (which may also render other services to such Reporting Person) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Issuer, the Note Administrator, the Trustee, the Collateral Manager and the 17g-5 Information Provider, regarding the Reporting Person’s compliance during the prior calendar year with (a) the applicable servicing criteria in Item 1122 of Regulation AB set forth on Exhibit B hereto or (b) the minimum servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers.

Section 3.13.Title and Management of REO Properties and REO Accounts. (a) In the event that title to any Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Loan) is acquired on behalf of the Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Issuer, an REO Subsidiary or a nominee of the Issuer (which shall not include the Servicer or the Special Servicer), on behalf of the Issuer, or as otherwise contemplated pursuant to the Indenture. The Special Servicer, on behalf of the Relevant Parties in Interest, shall dispose of any REO Property held by the Issuer or any Issuer Subsidiary as soon after acquiring it as is practicable and feasible in a manner consistent with the Servicing Standard and as so advised by INCREF Sub-REIT in accordance with the REIT Provisions, and the Special Servicer shall have the right to transfer the equity interests in any REO Subsidiary to effect the disposition of any REO Property. The Special Servicer shall manage, conserve, protect and operate each such REO Property for the Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.

(a)The Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property held by the Issuer, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Relevant Parties in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. Such fees shall be Servicing Expenses or, if the amount in the Collection Account, the Partitioned Loan Collection Account or the related REO Account, as applicable, is insufficient to pay such fees, such fees shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

(b)The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (a “REO Account”), which shall be an Eligible Account and shall be entitled “KeyBank National Association, as special servicer, for the benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of the INCREF 2025-FL1 Notes – REO Account”, or in such other manner as the Issuer (or the Collateral Manager acting on behalf of the Issuer) prescribes, to be held for the benefit of the Noteholders and the related Companion Interest Holder. The Special Servicer shall notify the Issuer, the Collateral Manager, the Servicer, the Note Administrator and the Trustee in writing of the location and account number of each REO

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Account it establishes and shall notify the Issuer, the Collateral Manager, the Servicer, the Note Administrator and the Trustee promptly after any change thereof. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Servicing Expenses and Servicing Advances with respect to such REO Property, including:

(i)all insurance premiums due and payable in respect of any REO Property;

(ii)all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon and all federal, state and local income taxes payable by the owner of the REO Property; and

(iii)all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including, if applicable, the payments of any ground rents in respect of such REO Property.

To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above (other than income taxes), the Special Servicer shall request the Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer shall withdraw from each REO Account and remit to the Servicer for deposit into the Collection Account, on a monthly basis on or prior to the first Business Day following each Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.

(c)When and as necessary, the Special Servicer shall send to the Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the REO Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the Relevant Parties in Interest to prepare such statements and the cost of which shall be a Servicing Expense or, if the amount in the Collection Account, the Partitioned Loan Collection Account or the related REO Account, as applicable, is insufficient to pay such cost, such cost shall be paid by the Advancing Agent, subject to Section 5.02, as a Servicing Advance.

(d)The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by INCREF Sub-REIT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to INCREF Sub-REIT. In connection with the foregoing, and unless otherwise directed by INCREF Sub-REIT (or any subsequent REIT), the Special Servicer shall not:

(i)enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;

(ii)permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;

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(iii)authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

(iv)Directly Operate or allow any Person to Directly Operate any REO Property on any date more than ninety (90) days after the acquisition thereof unless such Person is an Independent Contractor (collectively, the “REIT Provisions”).

(e)The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations under this Section 3.13. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.

(f)With respect to any REO Property that is acquired with respect to a Partitioned Loan, the Issuer, or the Special Servicer on its behalf, may form an REO Subsidiary to hold the related REO Property and admit as members or shareholders to such REO Subsidiary any related Companion Interest Holders. The organizational documents for such REO Subsidiary may provide such other members or shareholders with consent, consultation and other rights substantially similar to the rights of the Companion Interest Holders under the related Partition Agreement, as the Issuer, or the Special Servicer on its behalf in accordance with the Servicing Standard, deems appropriate.

Section 3.14.Cash Collateral Accounts. In the event that any Loan Documents (other than with respect to a Non-Serviced Loan) permit or require the related Obligor to deliver additional or substitute collateral in the form of cash (“Cash Collateral”) to the holder of such Loan and such Obligor deposits such Cash Collateral with the Servicer, the Servicer shall segregate and hold such Cash Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to such Cash Collateral a segregated custodial account, which may be a sub-account of the Collection Account, to be held for the benefit of the Relevant Parties in Interest (each, a “Cash Collateral Account”), each of which shall be an Eligible Account or a sub-account of an Eligible Account and shall be entitled “KeyBank National Association, as Servicer, for the benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Holders of the INCREF 2025-FL1 Notes, other Secured Parties and the related Companion Interest Holder - Cash Collateral Account” or in such other manner as the Issuer (or the Collateral Manager acting on behalf of the Issuer) prescribes or such other name as may be required pursuant to the terms of the related Loan Documents. The Servicer shall notify the Issuer, the Collateral Manager, the Special Servicer, the Note Administrator and the Trustee in writing of the location and account number of each Cash Collateral Account it establishes and shall notify the Issuer, the Collateral Manager, the Special Servicer, the Note Administrator and the Trustee promptly after any change thereof. The Servicer shall deposit or cause to be deposited any such Cash Collateral in the Cash Collateral Account within two (2) Business Days after receipt of properly identified funds such Cash Collateral, and shall hold and disburse such Cash Collateral in accordance with the terms of the related Loan Documents.

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Section 3.15.Modification, Waiver, Amendment and Consents. (a) All modifications, waivers (other than any waivers that may be processed by the Servicer pursuant to the Servicer Responsibility Schedule on Loans that are not Specially Serviced Loans and consents (other than any consents that may be granted by the Servicer pursuant to the Servicer Responsibility Schedule) with respect to the Serviced Loans, including (i) Major Decisions subject to Section 2.03(i)) and (ii) any Administrative Modifications and Criteria-Based Modifications, shall be processed by the Special Servicer; provided that the right to approve future fundings under any Future Funding Participation shall be held by Seller or a related Companion Interest Holder. If the Servicer receives any request for such modification, waiver (other than any waivers that it may process pursuant to the Servicing Responsibility Schedule on Loans that are not Specially Serviced Loans) or consent (other than any consents it may grant pursuant to the Servicing Responsibility Schedule), the Servicer shall forward such request to the Special Servicer for analysis and processing and the Servicer shall have no further liability or duty with respect thereto. Subject to the terms of Section 2.03(c) hereof, the Servicing Responsibility Schedule and Section 10.10(f) of the Indenture, and in accordance with the Servicing Standard, the Special Servicer may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any Serviced Loan (but with respect to substitution of collateral securing any such Loan, subject to satisfaction of the Rating Agency Condition to the extent required by Section 3.09(a) hereof), convert or exchange any Serviced Loan for any other type of consideration, and/or permit the release of the related Obligor on, or any guarantor of, any Serviced Loan and/or permit any change in the management company or franchise with respect to any Serviced Loan without the consent of the Issuer, the Trustee or any Noteholder, subject, however, to each of the following limitations, conditions and restrictions:

(i)if the Loan is a Specially Serviced Loan, the Special Servicer has determined that such modification, waiver or amendment is reasonably likely to produce a greater recovery to the Relevant Parties in Interest on a present value basis than would liquidation;

(ii)the Special Servicer shall not permit any Obligor to add or substitute any collateral for an outstanding Loan, which collateral constitutes real property, unless the Special Servicer shall have first determined, in its reasonable and good faith judgment, in accordance with the Servicing Standard, based upon a Phase I environmental assessment (and such additional environmental testing as the Special Servicer deems necessary and appropriate) prepared by an Independent environmental consultant who regularly conducts environmental assessments (and such additional environmental testing), at the expense of the related Obligor, that such new real property is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new real property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then-applicable environmental laws and regulations;

(iii)unless a release or substitution is permissible under the related Loan Documents without the consent or approval of the lender, the Special Servicer shall not release or substitute any Mortgaged Property securing an outstanding Performing Loan except in the case of a release or substitution where (A) the loss of the use of the Mortgaged Property to be released or substituted will not, in the Special Servicer’s good faith and reasonable judgment, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, (B) (I) in connection with a release, except in the case of the release of non-material parcels, there is a corresponding principal paydown of the related Loan in an amount at least equal to the allocated loan amount that would be attributed to the Mortgaged Property to be released , as determined by an Appraisal or an Updated Appraisal delivered to the Special Servicer (at the expense of the related Obligor and upon which the Special Servicer may

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conclusively rely) or (II) in connection with a substitution, except in the case of the substitution of non-material parcels, the as-is appraised value of any real property substituted for the Mortgaged Property to be released, together with the amount of any corresponding principal paydown of the related Loan is at least equal to the as-is appraised value of the Mortgaged Property to be released and (C) the remaining Mortgaged Property and any substitute mortgaged property is, in the Special Servicer’s good faith and reasonable judgment, adequate security for the related Loan; and

(iv)the Special Servicer may not modify a Loan to extend its maturity date beyond the date that is five years prior to the Stated Maturity Date;

provided that, notwithstanding clauses (i) through (iv) above, neither the Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving an Obligor if in its reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; and provided, further, that clauses (i) through (iv) above shall not apply to any Administrative Modification, Criteria-Based Modification or Loan-Level Benchmark Replacement Conforming Change directed by the Collateral Manager

(a)The Special Servicer shall not have any liability to the Issuer, the Noteholders, any Companion Interest Holder or any other Person if its analysis and determination that the modification, waiver, amendment or other action contemplated in Section 3.15(a) is reasonably likely to produce a greater recovery to the Issuer, the Noteholders and, if applicable, the related Companion Interest Holder on a net present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in good faith and in accordance with the Servicing Standard by the Special Servicer and the Special Servicer was not negligent in ascertaining the pertinent facts.

(b)[Reserved]

(c)All material modifications, waivers and amendments of the Loan entered into pursuant to this Section 3.15 shall be in writing.

(d)The Special Servicer shall notify the Issuer, the Servicer, the Trustee, the Note Administrator, the Collateral Manager and the 17g-5 Information Provider, in writing (and to the 17g-5 Information Provider by email, which email shall contain the information in the form of an electronic document suitable for posting on the 17g-5 Information Provider’s website), of any modification, waiver, material consent or amendment of any term of any Loan and the date thereof, and shall deliver to the Custodian, on behalf of the Trustee for deposit in the related Collateral Interest File, an original counterpart of the agreement relating to such modification, waiver, material consent or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof.

(e)The Servicer or the Special Servicer, as applicable, may (subject to the Servicing Standard), as a condition to granting any request by an Obligor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the Loan Documents evidencing or securing the related Loan and is permitted by the terms of this Agreement and applicable law, require that such Obligor pay to it, to the extent consistent with applicable law and the Loan Documents, (i) a reasonable and customary fee for the additional services performed in connection with such request (which fee shall be deposited in the Collection Account), and (ii) any related costs and expenses incurred by it.

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(f)[Reserved].

(g)Any modification, waiver or amendment of or consents or approvals relating to any Serviced Loan (other than any modifications that may be processed by the Servicer pursuant to the Servicer Responsibility Schedule) shall be performed by the Special Servicer and not the Servicer.

(h)Notwithstanding the foregoing or any other provision herein, the Special Servicer may take any action with respect to any Loan requiring the consent, direction or approval of the Issuer, the Collateral Manager, the Note Administrator or the Trustee at any other time without such consent, direction or approval if the Special Servicer determines in accordance with the Servicing Standard, that such action is required by the Servicing Standard in order to avoid a material adverse effect on the Relevant Parties in Interest or is in the nature of an emergency.

(i)Notwithstanding the foregoing or any other provision herein, the Collateral Manager may direct the Special Servicer to process and, upon such direction, the Special Servicer shall administratively process (without any obligation for analysis, recommendation or approval) any Administrative Modification or Criteria-Based Modification (without regard to the Servicing Standard); provided that a Criteria-Based Modification shall only be permissible if the Criteria-Based Modification Conditions will be satisfied immediately after giving effect to such Criteria-Based Modification.

(i)The Special Servicer shall provide notice of any Administrative Modification or Criteria-Based Modification to the 17g-5 Information Provider for posting on the 17g-5 Website promptly upon completion of such Administrative Modification or Criteria-Based Modification.

(j)If the Collateral Manager determines that a Loan-Level Benchmark Transition Event has occurred with respect to any Loan, the Collateral Manager shall (i) designate the alternate, substitute, successor or replacement index (the “Loan-Level Benchmark Replacement”) pursuant to the applicable Loan Documents, (ii) determine, in its sole discretion, if any Loan-Level Benchmark Replacement Conforming Changes are necessary, (iii) direct the Special Servicer to process any necessary Loan-Level Benchmark Replacement Conforming Changes, (iv) provide written notice of such Loan-Level Benchmark Transition Event and the related Loan-Level Benchmark Replacement and Loan-Level Benchmark Replacement Conforming Changes to the Servicer and the Special Servicer and (v) direct the Servicer as to the application of such Loan-Level Benchmark Replacement and the calculation of the interest rate applicable to the related Loan. At the direction of the Collateral Manager, the Special Servicer shall process any Loan-Level Benchmark Replacement Conforming Changes. The processing of any such Loan-Level Benchmark Replacement Conforming Changes at the direction of the Collateral Manager shall not be subject to the Servicing Standard. For the avoidance of doubt, any cost or expense of the Servicer or Special Servicer incurred in connection with any Loan-Level Benchmark Transition Event, Loan-Level Benchmark Replacement or Loan-Level Benchmark Replacement Conforming Changes shall be a Servicing Expense (which may be paid directly from amounts on deposit in the Collection Account or the Partitioned Loan Collection Account, as applicable) if not paid by the Obligor.

For the avoidance of doubt, neither the Servicer nor the Special Servicer shall have any responsibility or liability for the selection of a Loan-Level Benchmark Replacement and each of the Servicer and the Special Servicer shall be entitled to rely upon any designation of such a rate by the Designated Transaction Representative.

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Section 3.16.Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon the occurrence of a Special Servicing Transfer Event with respect to any Serviced Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (viii) under the definition thereof) shall promptly give notice thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager and the Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a sub-servicer. The Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Loan until the Special Servicer has commenced the servicing of such Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With respect to each such Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Loan to the Servicer.

(a)Upon determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall immediately give notice thereof to the Servicer, the Issuer, the Collateral Manager and the Seller, and upon delivery of such notice to the Servicer, such Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer’s obligation to service such Loan shall terminate and the obligations of the Servicer to service and administer such Loan as a Performing Loan shall resume.

(b)In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide to the Servicer, copies of any additional related Loan information, including correspondence with the related Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.

(c)Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer.

(d)Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement.

(e)No later than sixty (60) days after a Serviced Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager, the Note Administrator and the Trustee, a report (the “Asset

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Status Report”) with respect to such Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable:

(i)the date of transfer of servicing of such Loan to the Special Servicer;

(ii)a summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor;

(iii)a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Loan and whether outside legal counsel has been retained;

(iv)the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable;

(v)the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property);

(vi)a copy of the last obtained Appraisal of the Mortgaged Property;

(vii)the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default;

(viii)a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and

(ix)such other information as the Special Servicer deems relevant in light of the Servicing Standard.

If within ten (10) Business Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Issuer and the Noteholders (as a collective whole)) or the terms of the applicable Loan Documents. If the Issuer (or the Collateral Manager acting on behalf of the Issuer) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will revise such Asset Status Report and deliver to the Issuer, the 17g-5 Information Provider, the Collateral Manager, the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty

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(20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Issuer (or the Collateral Manager acting on behalf of the Issuer) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the best interests of the Relevant Parties in Interest.

The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered (including any final Asset Status Report) and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings.

Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Loan, take any action set forth in such Asset Status Report before the expiration of a sixty (60) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf of the Issuer), and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer (or the Collateral Manager acting on behalf of the Issuer) may have.

The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Loan and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Loan Documents.

No direction of the Issuer (or the Collateral Manager acting on behalf of the Issuer) shall (a) cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan, related Obligor or Mortgaged Property, (b) cause a violation of any provision of the Loan Documents, (iii) cause a violation of the Servicing Standard (except that the processing and effectuation of Administrative Modifications, Criteria-Based Modifications and Loan-Level Benchmark Replacement Conforming Changes at the direction of the Collateral Manager by the Special Servicer shall not be subject to the Servicing Standard) or (iv) exceed the obligations or duties of the Servicer or Special Servicer, as applicable, under this Agreement.

Section 3.17.[Reserved].

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Section 3.18.Auction Call Redemption.

In connection with any Auction Call Redemption (as defined in the Indenture) in connection with the terms of the Indenture, 15 days prior to each Payment Date occurring in the months of January, April, July and October of each year, starting with the Payment Date occurring in April 2035 (each such Payment Date, an “Auction Payment Date”), (a) the Special Servicer shall conduct an auction (the “Auction”) of all (but not less than all) of the Collateral Interests and (b) the Note Administrator shall notify the Special Servicer as to the Total Redemption Price in respect of the related Auction Payment Date. Promptly following receipt of such notice, the Special Servicer will solicit bids for all of the Collateral Interests from at least three Eligible Bidders other than the initial Majority Income Noteholder and its Affiliates for sale of each of the Collateral Interests (or, if the Special Servicer cannot obtain bids from three such Eligible Bidders, then at least two Eligible Bidders other than the initial Majority Income Noteholder and its Affiliates or, if the Special Servicer cannot obtain bids from two such Eligible Bidders, then at least one Eligible Bidder who is not the initial Majority Income Noteholder and its Affiliates; provided that, if the Special Servicer cannot obtain any bids from Eligible Bidders other than the initial Majority Income Noteholder or its Affiliates in connection with any Auction, the requirement to obtain bids from such Eligible Bidders shall not apply for such Auction), which sales, in each case, shall all settle on or prior to the second Business Day prior to the related Auction Payment Date. If the Special Servicer receives bids for the sale of the Collateral Interests from one or more Eligible Bidders, which bids are, collectively in the aggregate, equal to or greater than the Total Redemption Price, and for which all sales to Eligible Bidders are scheduled to settle in immediately available funds on or before the second Business Day prior to the related Auction Payment Date, then the Special Servicer will sell all (but not less than all) of the Collateral Interests to the applicable Eligible Bidders, with settlement to occur no later than the second Business Day prior to the related Auction Payment Date. In addition, the Majority Income Noteholder or any of its Affiliates, although it may not have been the highest bidder in a Successful Auction of Collateral Interests, will have the option to purchase any Collateral Interest for a purchase price equal to the highest bid therefor. On the second Business Day prior to the related Auction Payment Date, the Special Servicer shall notify the Collateral Manager, the Note Administrator, the Trustee and the 17g-5 Information Provider (who shall post such notification upon receipt thereof) in writing of the aggregate bid amount so received in connection with such Auction and whether (i) the aggregate cash purchase price for all the Collateral Interests by the Eligible Bidders, together with the balance of all Eligible Investments and cash in the Payment Account and the Reinvestment Account, is at least equal to the Total Redemption Price or (ii) the Majority Income Noteholder has committed to purchase all of the Collateral Interests by for a price that, together with the balance of all Eligible Investments and cash in the Payment Account and the Reinvestment Account, is at least equal to the Total Redemption Price (a “Successful Auction”). If a Successful Auction has occurred, the Special Servicer shall sell all of the Collateral Interests to the applicable winning Eligible Bidders and transfer all of the sale proceeds received in connection with such Auction to the Payment Account no later than the second Business Day prior to the related Auction Payment Date. The Note Administrator will apply all proceeds of a Successful Auction on the related Auction Payment Date to the payment of: (a) all amounts owing to the Servicer and the Special Servicer under this Agreement, (b) all fees and expenses of the Trustee and the Note Administrator in

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connection with the related Auction, (c) all amounts owing under clauses (1) through (3) of Section 11.1(a)(i) of the Indenture without regard to any cap and (d) the Total Redemption Price of each Class of Notes then Outstanding.

If any single bid, or the aggregate amount of multiple bids, does not equal or exceed the Total Redemption Price, or if there is a failure to settle any sale of any Collateral Interest on or prior to the second Business Day prior to the related Auction Payment Date (a “Failed Auction”), then no such sale of any Collateral Interest will occur and no redemption of the Notes on the related Auction Payment Date will occur. Following each Failed Auction, a new Auction will be conducted in advance of the following Auction Payment Date pursuant to the procedures set forth above until a Successful Auction has occurred and all of the Notes have been redeemed. Notices delivered to the Note Administrator pursuant to this section shall be sent via email to:

trustadministrationgroup@computershare.com; and

CCTCREBondAdmin@computershare.com.

In addition, the Majority Income Noteholder or any of its affiliates will have the option to purchase any Collateral Interest for a purchase price equal to the highest bid therefor.

For purposes of this Section 3.18(b):

“Eligible Bidders” means the Seller, the Servicer, the Special Servicer, the Advancing Agent, any Noteholder or any of their respective affiliates, or any third party prospective purchaser that, as part of its business, engages in the buying and selling of commercial mortgage loans and interests in commercial mortgage loans of a type similar to the Collateral Interests.

Repurchase Requests. If the Servicer or the Special Servicer (i) receives a Repurchase Request, or such a Repurchase Request is forwarded to the Servicer or Special Servicer by a party to the Indenture in accordance with Section 7.17 of the Indenture (the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request, then the Repurchase Request Recipient shall deliver a notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such Repurchase Request or withdrawal of a Repurchase Request (each, a “15Ga-1 Notice”) to the Issuer and the Seller, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.

Each 15Ga-1 Notice shall include (i) the identity of the related Collateral Interest, (ii) the date the Repurchase Request is received by the Repurchase Request Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request Recipient, as applicable, (iii) if known by the Repurchase Request Recipient, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.

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A Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney client privilege or attorney work product doctrines. The Collateral Interest Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 3.19 is so provided only to assist the Seller and Issuer or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 3.19 by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the Collateral Interest Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.

Section 3.19.Investor Q&A Forum and Rating Agency Q&A Forum and Servicer Document Request Tool. Following receipt of an inquiry submitted to the Investor Q&A Forum and forwarded by the Note Administrator to the Servicer or the Special Servicer, as applicable (based on whether such Inquiry falls within the scope of such party’s responsibilities hereunder), unless such party determines not to answer such Inquiry as provided below, such party shall reply to the inquiry, which reply of the Servicer or the Special Servicer, as applicable, shall be delivered to the Note Administrator by electronic mail. If the Servicer or the Special Servicer determines, in its respective sole discretion, that (i) the Inquiry is not of a type described in Section 10.13(a) of the Indenture, (ii) answering any Inquiry would not be in the best interests of the Issuer or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Loan Documents or the Transaction Documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Note Administrator, the Servicer or the Special Servicer, as applicable, (v) answering any Inquiry would reasonably be expected to result in the waiver of an attorney-client privilege or the disclosure of attorney work product, or (vi) answering any Inquiry is otherwise, not advisable, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator of such determination.

Following receipt of an inquiry submitted to the Rating Agency Q&A Forum, and forwarded by the 17g-5 Information Provider to the Servicer or the Special Servicer, as applicable (based on whether such Inquiry falls within the scope of such party’s responsibilities hereunder), unless such party determines not to answer such Inquiry as provided below, such party shall reply to the inquiry, which reply of the Servicer, or the Special Servicer, as applicable, shall be delivered to the Note Administrator by electronic mail. If the Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering the inquiry would be in violation of applicable law, the Servicing Standard, the Indenture, this Agreement or the applicable Loan Documents, (ii) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under the Indenture or this Agreement, as applicable, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator of such determination.

Section 3.20.Duties under Indenture and other Transaction Documents; Miscellaneous. (a) Each of the Servicer and the Special Servicer hereby acknowledge that the

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terms of the Indenture and the other Transaction Documents reference certain duties and functions to be performed by each of them. To the extent not inconsistent with the express terms of this Agreement, each of the Servicer and the Special Servicer hereby agree to perform the duties referenced for them in the Indenture and the other Transaction Documents, which performance shall benefit from and be included within the exculpation and indemnification provisions hereof.

(a)The Servicer (based on its own information and information received from the Special Servicer with respect to any Specially Serviced Loans) shall promptly upon request forward to the Note Administrator any information in its possession or reasonably available to it concerning the Collateral Interests to enable the Note Administrator to prepare any report or perform any duty or function on its part to be performed under the terms of the Indenture.

(b)The Servicer or the Special Servicer shall return to the Custodian each Loan Document released from custody pursuant to Section 3.3(h)(iii) of the Indenture when its need for such documents is finished (except such Loan Documents as are released in connection with a sale, exchange or other disposition, in each case only as permitted under the Indenture, of the related Collateral Interest).

Section 3.21.[Reserved].

Section 3.22.[Reserved].

Section 3.23.Certain Matters Related to the Partitioned Loans. (a) Allocation of Servicing Advances, Servicing Expenses, and Indemnification Amounts. Any Servicing Advance, Servicing Expense or indemnification amount with respect to a Partitioned Loan or Combined Loan shall be reimbursed, subject to the related Partition Agreement, on a pro rata and pari passu basis (based on the outstanding principal balance thereof) from amounts allocable to each related Partitioned Collateral Interest. To the extent that the Issuer bears more than its allocable share of Servicing Advances, Servicing Expenses or indemnification amounts with respect to any Partitioned Loan, the Servicer shall (i) promptly notify the related Companion Interest Holder and (ii) use commercially reasonable efforts in accordance with the Servicing Standard to exercise on behalf of the Issuer any rights under the related Partition Agreement or mezzanine intercreditor agreement to obtain reimbursement from each related Companion Interest Holder or mezzanine lender for the portion of such amount allocable to such holder’s Companion Interest or mezzanine loan. Notwithstanding the foregoing, any Servicing Advance, Servicing Expense or indemnification amount that the Servicer or the Special Servicer determines in its reasonable judgment to only relate to the Partitioned Collateral Interest, and not to any Companion Interest, shall not be allocated to such Companion Interest.

(a)Companion Interest Holder Register. The Servicer shall maintain a register (the “Companion Interest Holder Register”) on which the Servicer shall record the names and contact information (including addresses, email addresses and telephone numbers) of the Companion Interest Holders (other than with respect to a Non-Serviced Loan) and wire transfer instructions for such Companion Interest Holders from time to time, to the extent such information is provided in writing to the Servicer by Seller or any Companion Interest Holder. A copy of the initial Companion Interest Holder Register as of the Closing Date is attached hereto as Exhibit C. The Servicer shall update the Companion Interest Holder Register with any change of a Companion Interest Holder (including name, contact information and wire transfer instructions) that it receives from Seller or the Companion Interest Holder of record on the Companion Interest Holder Register. Each Companion Interest Holder has agreed to inform the Servicer of its name, address, taxpayer identification number and wiring instructions (to the extent the foregoing information is not already contained in the related Partition Agreement) and of any transfer thereof (together with any instruments of transfer). The Seller shall inform (or

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cause the related Companion Interest Holder to inform) the Servicer and the Collateral Manager of any future funding with respect to a Future Funding Participation.

In no event shall the Servicer be obligated to pay any party the amounts payable to a Companion Interest Holder hereunder other than the Person listed as the applicable Companion Interest Holder on the Companion Interest Holder Register. In the event that a Companion Interest Holder transfers any Companion Interest without notice to the Servicer, the Servicer shall have no liability whatsoever for any misdirected payment on such Companion Interest and shall have no obligation to recover and redirect such payment.

The Companion Interest Holder Register shall be made available by the Servicer to the Note Administrator, the Trustee, the Collateral Manager and the Seller upon request by any such Person. The Servicer shall promptly provide the names and addresses of any Companion Interest Holder to any party hereto, any related Companion Interest Holder or any successor thereto upon written request, and any such party or successor may, without further investigation, conclusively rely upon such information. The Servicer shall have no liability to any Person for the provision of any such names and addresses.

(b)Payments to Companion Interest Holders. With respect to each Companion Interest, amounts payable to the related Companion Interest Holder pursuant to Section 3.03(d)(vii)(B)(2) shall be remitted to such Companion Interest Holder by wire transfer in immediately available funds to the account appearing in the Companion Interest Holder Register on the date of such remittance.

(c)The Special Servicer (with respect to any Specially Serviced Loan or REO Loan and with respect to matters it is processing with respect to any Performing Loan pursuant to the Servicing Responsibility Schedule) or the Servicer (with respect to any Performing Loan other than matters being processed by the Special Servicer pursuant to the Servicing Responsibility Schedule), as applicable, shall take all actions relating to the servicing and/or administration of, the preparation and delivery of reports and other information with respect to, the Loan or any related REO Property required to be performed by the Issuer (as holder of the related Partitioned Collateral Interest) or contemplated to be performed by a servicer, in any case pursuant to and as contemplated by the related Partition Agreement and/or any related mezzanine intercreditor agreement. In addition, notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Partitioned Loan:

(i)none of the Servicer, the Special Servicer, the Collateral Manager, the Trustee, the Note Administrator or the Advancing Agent shall make any advances of interest or principal with respect to any Companion Interest; and

(ii)the Servicer and the Special Servicer (except with respect to an Administrative Modification or a Criteria-Based Modification) shall each consult with and obtain the consent of the related Companion Interest Holder to the extent required by the related Partition Agreement.

The Special Servicer (with respect to any Specially Serviced Loan or REO Loan and with respect to matters it is processing with respect to any Performing Loan pursuant to the Servicing Responsibility Schedule) or the Servicer (with respect to any Performing Loan other than matters being processed by the Special Servicer pursuant to the Servicing Responsibility Schedule), as applicable, shall timely provide to each applicable Companion Interest Holder any

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reports or notices required to be delivered to such Companion Interest Holder pursuant to the related Partition Agreement and the Special Servicer shall cooperate with the Servicer in preparing/delivering any such report or notice with respect to special servicing matters.

The parties hereto recognize and acknowledge the respective rights of each Companion Interest Holder under the related Partition Agreement.

Any reference to servicing any of the Loans in accordance with any of the related Loan Documents shall also mean in accordance with the related Partition Agreement.

(d)Notwithstanding anything herein to the contrary, with respect to any Partitioned Loan, the related Companion Interest Holder(s) shall be entitled to exercise any of its rights to the extent expressly set forth in the applicable Partition Agreement, in accordance with the terms of such Partition Agreement and this Agreement.

Section 3.24.Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Noteholders will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Securities Account Control Agreement (Future Funding Reserve Account), pursuant to which INCREF Sub-REIT will agree to pledge certain collateral described therein in order to secure certain future funding obligations of the Affiliated Future Funding Participation Holders as holder of the Future Funding Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Securities Account Control Agreement (Future Funding Reserve Account). In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Servicer on its behalf, to direct the use of funds on deposit in the Securities Account Control Agreement (Future Funding Reserve Agreement) pursuant to the terms of the Future Funding Agreement. None of the Trustee, the Note Administrator or the Servicer shall have any obligation to ensure that INCREF Investments is depositing or causing to be deposited all amounts into the Future Funding Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.

(a)Pursuant to the Future Funding Agreement, on the Closing Date, the Future Funding Indemnitor shall deliver to the Special Servicer, the Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a Liquidity Certification of a Responsible Financial Officer of the Future Funding Indemnitor that the Future Funding Indemnitor has Segregated Liquidity at least equal to 100% of the aggregate amount of outstanding Future Funding Obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Participations. Thereafter, unless the Future Funding Indemnitor has delivered a certification pursuant to clause (e) below, so long as any Affiliated Future Funding Participation Holder is the holder of any Future Funding Participations and so long as any future advance obligations remain outstanding under such Future Funding Participations, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the Special Servicer, the Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a Liquidity Certification of a Responsible Financial Officer certifying that the Future Funding Indemnitor that the Future Funding Indemnitor has Segregated Liquidity equal to (A) the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar

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quarters or (B) 100% of the aggregate amount of outstanding Future Funding Obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Participations.

(b)Pursuant to the Future Funding Agreement, for so long as any Affiliated Future Funding Participation Holder is the holder of any Future Funding Participations and so long as any future advance obligations remain outstanding under such Future Funding Participations and, except as otherwise provided in clause (e) below, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of, the calendar month preceding the beginning of each calendar quarter (starting with the calendar quarter beginning in June 2025) (or, if such day is not a Business Day, the next succeeding Business Day), the Seller is required to deliver to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Special Servicer to perform its obligations described below. The Special Servicer shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from the Seller, (A) review the Seller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by the Seller in connection therewith, (B) consult with the Seller with respect thereto and make such inquiry, and request such additional information (and the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Special Servicer to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Special Servicer in the documentation provided by the Seller that in the reasonable opinion of the Special Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than the Seller’s Two Quarter Future Advance Estimate for such period and shall state that the Seller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance Estimate for such period. If the Special Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than the Seller’s Two Quarter Future Advance Estimate for any period, then the Special Servicer’s Two Quarter Future Advance Estimate for such period shall control.

(c)The Seller shall provide (or cause the related Companion Interest Holder to provide) the Special Servicer with the current operating budget for the Mortgaged Property securing each Participated Loan with a Future Funding Participation within thirty (30) days following the Closing Date, and shall provide the Special Servicer with copies of any updates to such budgets, and shall provide (or cause the related Companion Interest Holder to provide) the Special Servicer with any other documentation and information reasonably requested by the Special Servicer with respect to a Future Funding Participation from time to time to the extent such documentation or information is in the possession of the Seller (or such Companion Interest Holder).

The Special Servicer may conclusively rely on any and all documents provided to the Special Servicer with respect to any Future Funding Participation, including the supporting documentation and additional information provided by the Seller pursuant to this Section 3.25, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Special Servicer shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than the Seller (including, any Obligors or property managers), (y) confirm or otherwise investigate any

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accretive costs, expenditures or other similar amounts provided by the Seller or (z) request information not reasonably available to the Seller.

(d)No Two Quarter Future Advance Estimate will be required to be made by the Seller or the Special Servicer for a calendar quarter if, by the fifth (5th) day of the calendar month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day), the Future Funding Indemnitor delivers (which may be by email) to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a Liquidity Certification of a Responsible Financial Officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Participations held by an Affiliated Future Funding Participation Holder or (ii) no future funding obligations remain outstanding under the Future Funding Participations held by an Affiliated Future Funding Participation Holder. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Special Servicer described in clauses (b) and (c) above shall be emailed to the Note Administrator at trustadministrationgroup@computershare.com and CCTCREBondAdmin@computershare.com or such other email address as provided by the Note Administrator.

(e)Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer pursuant to this Section 3.25, shall be provided to the Special Servicer electronically by email addressed to dgrzeskowiak@bellwetherco.com with a subject reference to “INCREF 2025-FL1” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Special Servicer shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.

ARTICLE IV

STATEMENTS AND REPORTS

Section 4.01.Reporting by the Servicer and the Special Servicer. (a) On or before 3:00 p.m. (Eastern Time), two (2) Business Days before each Remittance Date, the Servicer shall deliver to the Issuer, the Collateral Manager and the Note Administrator the CREFC® Loan Periodic Update File.

(a)The Servicer will provide the Issuer and the Collateral Manager with access to all information with respect to the Loans through the Servicer’s Investment Inquiry Facility or Investment On-Line Administration System or any successor facility or system, as applicable, subject to such reasonable policies, procedures and limitations as the parties may agree upon from time to time.

(b)Each year, beginning in the calendar year of this Agreement, to the extent the Servicer has the information necessary to prepare such reports and returns, the Servicer shall prepare and file the reports of foreclosures and abandonments of any Mortgaged Property and the annual information returns with respect to each Obligor’s debt service payments under the Loans as required by Sections 6050J and 6050H, respectively, of the Internal Revenue Code and the rules and regulations promulgated thereunder, as amended.

(c)One (1) Business Day after each Determination Date, the Special Servicer shall provide the Servicer with the CREFC® Special Servicer Loan File, and, on or before 2:00

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p.m. on the Remittance Date, the Servicer shall forward such file to the Note Administrator and the Collateral Manager together with the reports and files in the CREFC® Investor Reporting Package (other than the CREFC® Comparative Financial Status Report, CREFC® Servicer Watch List, CREFC® NOI Adjustment Worksheet and CREFC® Operating Statement Analysis Report) customarily prepared by a servicer.

(d)The Servicer shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property that secures a Performing Loan and the Special Servicer shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Specially Serviced Loan and REO Property, in each case in accordance with the provisions described below. As to quarterly (that is, not annual) periods, within 105 calendar days after the end of each of the first three calendar quarters (in each year) for the trailing or quarterly information received, commencing with respect to the quarter ending on September 30, 2025, the Servicer (in the case of Mortgaged Properties that secure Performing Loans) or the Special Servicer (in the case of Mortgaged Properties securing Specially Serviced Loans and REO Properties) shall, based upon the operating statements or rent rolls received (if and to the extent received) and covering such calendar quarter, prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis Report and the CREFC® Comparative Financial Status Report for each related Mortgaged Property and/or REO Property, using the normalized quarterly and normalized year-end operating statements and rent rolls received from the related Obligor; provided, however, that the analysis with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the date hereof, the applicable CREFC® guidelines provide that the analysis with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Loan is on the CREFC® Servicer Watch List). As to annual (that is, not quarterly) periods, not later than the second Business Day following the Determination Date occurring in June of each year (beginning in 2026 for year end 2025), the Servicer (in the case of Mortgaged Properties securing Performing Loans) or the Special Servicer (in the case of Mortgaged Properties securing Specially Serviced Loans and REO Properties) shall, based upon the most recently available normalized year-end financial statements and most recently available rent rolls received (if and to the extent received) not less than thirty (30) days prior to such second Business Day, prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis Report, the CREFC® Comparative Financial Status Report and a CREFC® NOI Adjustment Worksheet for each related Mortgaged Property and/or REO Property.

The Servicer and the Special Servicer shall each remit electronically an image of each CREFC® Operating Statement Analysis Report and/or each CREFC® NOI Adjustment Worksheet prepared or updated by it (promptly following initial preparation and each update thereof), together with the underlying operating statements and rent rolls to the Collateral Manager, the Note Administrator and, in the case of such a report prepared or updated by the Servicer, the Special Servicer. The Note Administrator shall, to the extent such items have been delivered to the Note Administrator by the Servicer or the Special Servicer, make such report (and any underlying operating statements and rent rolls) available to Noteholders pursuant to Section 10.12(a) of the Indenture.

If, with respect to any Specially Serviced Loan, the Special Servicer has any questions for the related Obligor based upon the information delivered to the Special Servicer pursuant to Section 3.07(c) or this Section 4.01(e), the Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special

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Servicer in assisting the Special Servicer in the Special Servicer’s efforts to contact and solicit information from such Obligor.

(e)[Reserved].

(f)Except as provided in this Section 4.01, Section 4.02 or elsewhere in this Agreement, neither the Servicer nor the Special Servicer, as the case may be, shall be required to provide any other report without its prior written consent, which will not be unreasonably withheld.

(g)The Servicer shall deliver to the Issuer, the Collateral Manager and the Note Administrator a remittance report in its customary form with respect to any remittance contemplated by Section 3.03(b)(viii)(A) or Section 3.03(d)(vii)(A).

Section 4.02.EU Transparency Requirements. (a) On the terms and subject to the conditions set out in this Section 4.02, the Issuer (i) is designated as the responsible entity in respect of the EU Transparency Requirements, in accordance with Article 7(2) of the EU Securitization Regulation, and (ii) undertakes to use commercially reasonable efforts to procure that the documents, reports and information prescribed by the EU Transparency Requirements are made available, to the extent, in the manner, and at the times, specified in this Section 4.02.

(a)The Issuer shall be entitled (but not required) to retain one or more Persons (each an “EU Reporting Administrator”) to provide services in connection with the Issuer’s performance of its obligations hereunder in respect of the EU Transparency Requirements, including (without limitation) to collate, process and generate information regarding the Collateral Interests, and to prepare and make available (or assist in preparing and making available) EU Loan Reports, EU Investor Reports and EU Significant Event Notifications.

(b)INCREF Investments undertakes, subject to any applicable confidentiality restrictions, to use commercially reasonable efforts to provide to the Issuer or (at the Issuer’s direction) any EU Reporting Administrator any reports, data and other information relating to the Collateral Interests, and any other information relating to the Transaction, that, in each case, is in its possession and that the Issuer or such EU Reporting Administrator may reasonably determine to be required in connection with the proper performance by the Issuer of its obligations hereunder in respect of the EU Transparency Requirements. The Note Administrator shall make available to the Issuer or (at the Issuer’s direction) any EU Reporting Administrator all reports and information received by the Note Administrator pursuant to Section 4.01.

(c)The Issuer, in conjunction with INCREF Investments and any EU Reporting Administrator, shall use commercially reasonable efforts to procure that:

(i)an EU Loan Report and an EU Investor Report are prepared and made available simultaneously with one another (A) during the period prior to the first Payment Date, on a quarterly basis, with the initial EU Loan Report and EU Investor Report being made available within three months after the Closing Date, and (B) after such period, on a quarterly basis and not later than one month after each Payment Date;

(ii)a copy of the Offering Memorandum and a copy of each of the Indenture, the Collateral Management Agreement, the Collateral Interest Purchase Agreement, the EU/UK Risk Retention Letter and this Agreement are made available in final form after the Closing Date; and

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(iii)any required EU Significant Event Notification is made available without delay.

(d)In each case, the Issuer shall use commercially reasonable efforts to procure that the reports and documents referred to in clause (d) (“Article 7 Documents”) are made available via the Note Administrator’s website, or by such other method of dissemination as is required or permitted for purposes of the EU Transparency Requirements at the relevant time (i) to Noteholders and beneficial owners of Notes, (ii) upon request, to prospective purchasers of Notes and (iii) if required, to EU Competent Authorities, provided, in each case, that the relevant Person has delivered to the Issuer and the Note Administrator a certificate in the form set out in Exhibit E hereto (or in such other form as may be agreed with the Issuer and the Note Administrator at any time) (each such Person, a “Relevant Recipient”).

(e)The Issuer (or any EU Reporting Administrator on its behalf) shall provide the Note Administrator with any Article 7 Document to be made available by the Note Administrator, together with any relevant instructions, including the date (determined in accordance with the EU Transparency Requirements) on which any such Article 7 Document is required to be made available, in sufficient time before the date on which the Issuer requires such Article 7 Document to be made available and in any event at least one Business Day prior to such date.

(f)Any Article 7 Document provided to the Note Administrator pursuant to this Section 4.02 shall be provided in PDF format and via email to CCTEURRCompliance@computershare.com with a subject line including “INCREF 2025-FL1 – POST” (or in accordance with such other delivery instructions as may be provided by the Note Administrator to the Issuer).

(g)The Note Administrator shall be entitled to treat any Article 7 Document or instruction received from any EU Reporting Administrator as if it were received from the Issuer. The Note Administrator shall be entitled to rely without inquiry or liability on any instruction from the Issuer or any EU Reporting Administrator to publish any Article 7 Document.

(h)If the Note Administrator receives any Article 7 Document in accordance with clauses (f) and (g) above, it shall make it available to each Relevant Recipient (i) on its website, or (ii) by such other method of dissemination as is required or permitted for purposes of the EU Transparency Requirements at the relevant time and as is agreed with the Note Administrator, in each case no later than the time designated by the Issuer (or by any EU Reporting Administrator) in accordance with clauses (f) and (g) above.

(i)The Issuer shall assume all costs incurred in complying with its obligations hereunder in respect of the EU Transparency Requirements; and shall reimburse any costs incurred by any other transaction party (including any EU Reporting Administrator) in connection with the performance of any function it undertakes in connection with the EU Transparency Requirements.

(j)None of the Issuer, INCREF Investments (in any capacity), the Retention Holder, the Note Administrator, the Trustee, the Seller, the Servicer, the Special Servicer, the Collateral Manager, the Placement Agents, any other party to the Transaction, or their respective affiliates assumes any responsibility with regard to the EU Transparency Requirements except as expressly agreed hereunder or under any other Transaction Document.

(k)The Note Administrator shall not assume any responsibility for the Issuer’s obligations as the entity responsible in respect of the EU Transparency Requirements. In

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providing its services hereunder (including the posting of Article 7 Documents pursuant to clause (i) above), the Note Administrator also assumes no responsibility or liability to any third party, including any Noteholder or potential Noteholder, and including for their use and/or onward disclosure of any Article 7 Documents and shall have the benefit of the powers, protections and indemnities granted to it under the Transaction Documents. Any Article 7 Document may include disclaimers excluding liability of the Note Administrator for the information provided therein.

(l)The Note Administrator shall not be liable for the accuracy and completeness of the information or data in any Article 7 Document, and the Note Administrator will not be obliged to verify, re-compute, reconcile or recalculate any such information or data.

(m)The Note Administrator shall not have any duty to monitor, inquire or satisfy itself as to the veracity, accuracy or completeness of any Article 7 Document or whether or not the provision of such Article 7 Document accords with the EU Transparency Requirements; and shall be entitled to rely conclusively upon any instructions given by (and any determination by) the Issuer regarding the same, and shall have no obligation, responsibility or liability whatsoever for any Article 7 Document. The Note Administrator shall not be responsible for monitoring the Issuer’s compliance with its obligations in respect of the EU Transparency Requirements.

(n)The Note Administrator shall not assume or have any responsibility or liability for monitoring or ascertaining whether any Person to whom it makes available any Article 7 Document falls within the category of Persons permitted or required to receive such Article 7 Document under the EU Transparency Requirements.

(o)The Issuer acknowledges and agrees that all Article 7 Documents made available on the website described in this Section 4.02 shall be downloadable by any Person with access to the Note Administrator’s website.

ARTICLE V

SERVICER AND SPECIAL SERVICER COMPENSATION AND EXPENSES

Section 5.01.Servicing Compensation. (a) As consideration for servicing the Loans subject to this Agreement, the Servicer shall be entitled to a Servicing Fee for each Loan (including any Specially Serviced Loan or REO Loan, but excluding the Non-Serviced Loans, the servicing fee for each of which is or will be included in the servicing fee being paid to the servicer under the applicable other servicing agreement) remaining subject to this Agreement during any calendar month or part thereof; provided that any Servicing Fee allocable to a Companion Interest shall be paid only from amounts allocated to such Companion Interest in accordance with the related Partition Agreement. The Servicing Fee shall be payable monthly on the Remittance Date of each month and shall be computed on the basis of the same outstanding principal balance and for the period with respect to which any related interest payment on the related Loan or distribution on the related Loan is computed. The Servicer may pay itself the Servicing Fee on the Remittance Date of each month from amounts on deposit in the Collection Account or the Partitioned Loan Collection Account, as applicable. To the extent that amounts on deposit in the Collection Account or the Partitioned Loan Collection Account on the Remittance Date are insufficient to pay the Servicing Fee allocated to any Serviced Loan or REO Loan, the Issuer shall pay any such shortfall to the Servicer within ten (10) Business Days after the Issuer’s receipt of an itemized invoice therefor. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement.

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(a)As further compensation for its activities hereunder, the Servicer shall be entitled to retain in the nature of Additional Servicing Compensation, and shall not be required to deposit in the Collection Account or the Partitioned Loan Collection Account pursuant to Section 3.03, (i) 100% of all assumption application fees received on Performing Loans, (ii) any charges for processing Obligor requests processed by the Servicer, beneficiary statements or demands, fees in connection with defeasance, if any, (iii) other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Obligor, and (iv) other amounts included in the definition of Additional Servicing Compensation. All amendment fees, modification fees, assumption fees, waiver fees, consent fees, late payment fees, extension fees and similar fees collected on the Collateral Interests (other than any fees to which the Servicer is entitled under this Section 5.01(b) or the Special Servicer is entitled under Section 5.03(c)) shall constitute Interest Proceeds and be remitted to the Note Administrator pursuant to Section 3.03(b)(viii)(B).

(b)The Servicer shall be required to pay all expenses related to the Servicer’s internal costs, consisting of overhead and employee costs and expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

(c)The Servicer shall be paid a one-time Servicing Onboarding Fee in connection with each Serviced Loan that was not already serviced by the Servicer as of the related Transfer Date.

Section 5.02.Servicing Advances. (a) The Special Servicer or the Servicer shall, in the first instance, have the right to determine, in accordance with the Servicing Standard, the necessity for all Servicing Advances. With respect to the Serviced Loans only, the Advancing Agent at the direction of the Special Servicer or the Servicer, as applicable, shall advance Servicing Advances; provided, however, that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance; and provided, further, however, that with respect to the payment of real estate taxes, assessments and similar items, the Advancing Agent shall not be required to make such advance until the later of (x) five (5) Business Days after the Special Servicer or the Servicer has received confirmation that such item has not been paid or (y) the date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments.

(a)The Special Servicer shall give the Advancing Agent, the Servicer, the Issuer and the Collateral Manager no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Advancing Agent is requested to make any Servicing Advance with respect to a given Specially Serviced Loan, in which case the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis; provided, further, that the Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than twice per calendar month (although such request may relate to more than one Servicing Advance). The Advancing Agent or the Servicer, as applicable, may pay to the Special Servicer the aggregate amount of such Servicing Advances listed on a monthly request. Any request by the Special Servicer that the Advancing Agent or the Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Advancing Agent and the Servicer shall be entitled to conclusively rely on such determination; provided that the determination that such requested Servicing Advance is not a Nonrecoverable Servicing Advance shall not be binding on the

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Servicer or the Advancing Agent and the Special Servicer’s determination that a Servicing Advance is required to be made in accordance with the Servicing Standard shall not be binding on the Advancing Agent. In no event shall the Special Servicer be obligated to make a Servicing Advance.

The Servicer shall give the Advancing Agent, the Issuer and the Collateral Manager no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Advancing Agent is requested to make any Servicing Advance with respect to a given Performing Loan, in which case the Servicer shall provide the Advancing Agent with such information in its possession as the Advancing Agent may reasonably request to enable the Advancing Agent to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis; provided, further, that the Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than twice per calendar month (although such request may relate to more than one Servicing Advance). The Advancing Agent may pay to the Servicer the aggregate amount of such Servicing Advances listed on a monthly request. Any request by the Servicer that the Advancing Agent make a Servicing Advance shall be deemed to be a determination by the Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Advancing Agent shall be entitled to conclusively rely on such determination; provided that the determination that such requested Servicing Advance is not a Nonrecoverable Servicing Advance shall not be binding on the Advancing Agent but the Servicer’s determination that a Servicing Advance is required to be made in accordance with the Servicing Standard shall be binding on the Advancing Agent.

(b)Notwithstanding anything to the contrary contained in this Agreement, in the event that the Advancing Agent fails to make in a timely manner any Servicing Advance that the Servicer or the Special Servicer has determined is required in accordance with the Servicing Standard, and the Advancing Agent has not determined that such Servicing Advance would be a Nonrecoverable Servicing Advance:

(i)the Note Administrator shall (x) terminate the Advancing Agent hereunder and under the Indenture and (y) use commercially reasonable efforts for ninety (90) days after such termination to replace the Advancing Agent hereunder and under the Indenture in accordance with the applicable procedures set forth in the Indenture, subject to satisfaction of the Rating Agency Condition (but, for the avoidance of doubt, neither the Trustee nor the Note Administrator shall be responsible for making any Servicing Advances); and

(ii)within five (5) Business Days of the Servicer’s actual knowledge of the Advancing Agent’s failure to make a required Servicing Advance that the Advancing Agent has not determined to be a Nonrecoverable Servicing Advance, the Servicer shall promptly make such Servicing Advance, but subject to the Servicer’s determination that such Servicing Advance is not a Nonrecoverable Servicing Advance; provided that the Servicer shall be required to make Servicing Advances pursuant to this Section 5.02(c)(ii) only until a successor Advancing Agent is appointed, subject to satisfaction of the Rating Agency Condition. After the Advancing Agent has been removed pursuant to this Section 5.02(c), the Servicer shall be primarily responsible for making Servicing Advances hereunder, in the manner set forth in this Section 5.02 until a successor Advancing Agent is appointed, subject to satisfaction of the Rating Agency Condition. Any successor Advancing Agent’s long-term senior unsecured debt

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shall be rated at least “A2” by Moody’s and “A” by Fitch (to the extent rated by Fitch), and its short-term debt rating shall be rated at least “P-1” from Moody’s.

(c)The Advancing Agent or the Servicer, as applicable, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for any Nonrecoverable Servicing Advance immediately, may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Servicing Advance during the period ending on the then-current Determination Date for successive one-month periods for a total period not to exceed twelve (12) months (with the consent of the Collateral Manager, for any deferral in excess of 6 months). If the Advancing Agent or Servicer, as applicable, makes such an election at its sole option to defer reimbursement with respect to all or a portion of a Nonrecoverable Servicing Advance (and interest thereon), then such Nonrecoverable Servicing Advance (and interest thereon) or portion thereof shall continue to be fully reimbursable in any subsequent one-month period.

(d)On the first Business Day after the Determination Date for the related Remittance Date, the Advancing Agent or the Special Servicer shall report to the Servicer if the Advancing Agent or the Special Servicer determines that any Servicing Advance previously made by the Advancing Agent or the Servicer is a Nonrecoverable Servicing Advance. The Servicer shall be entitled to conclusively rely on such a determination, and such determination shall be binding upon the Servicer, but shall in no way limit the ability of the Servicer in the absence of such determination to make its own determination that any Servicing Advance is a Nonrecoverable Servicing Advance. All such Servicing Advances shall be reimbursable in the first instance from related collections from the Obligors and further as provided in Section 3.03(b) and Section 3.03(d).

(e)Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. Except as set forth in Section 5.02(c)(ii), the Servicer shall have no obligation under this Agreement to make any Servicing Advances. Notwithstanding anything to the contrary contained in this Section 5.02, the Servicer may in its reasonable judgment elect (but shall not be required) to make a payment from amounts on deposit in the Collection Account or the Partitioned Loan Collection Account (which shall be deemed first made from amounts distributable as interest collections and then from all other amounts comprising principal collections) to pay for certain expenses notwithstanding that the Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property (or REO Property) from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage or security instrument, or the loss of any security for the related Loan; provided that in each instance, the Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Issuer) that making such expenditure is in the best interest of the Relevant Parties in Interest.

(f)At such time as it is reimbursed for any Servicing Advance out of the Collection Account pursuant to Section 3.03(b) or the Partitioned Loan Collection Account pursuant to Section 3.03(d), the Advancing Agent and the Servicer, as the case may be, shall be entitled to receive, out of any amounts then on deposit in the Collection Account or such Partitioned Loan Collection Account in accordance with the provisions of Section 3.03(b) or Section 3.03(d), as applicable, interest at the Advance Rate in effect from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. The Servicer shall reimburse the Advancing Agent or itself, as the case may be,

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for any outstanding Servicing Advance as soon as practically possible after receipt of payments from the related Obligor that represent reimbursement of such Servicing Advances, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Proceeds of the Loan, Mortgaged Property or REO Property for which such Servicing Advance was made or if such Servicing Advance has been determined to be a Nonrecoverable Servicing Advance, from general collections in respect of all of the Loans as reimbursement for such Servicing Advance.

(g)Neither the Servicer nor the Advancing Agent shall have any liability to the Issuer, the Noteholders, any Companion Interest Holder or any other Person if its determination that a Servicing Advance made or to be made is a Nonrecoverable Servicing Advance should prove to be wrong or incorrect, so long as such determination in the case of the Advancing Agent was made on a reasonable basis in good faith or, in the case of the Servicer was made in accordance with the Servicing Standard.

Section 5.03.Special Servicing Compensation. (a) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan; provided that any Special Servicing Fee allocable to a Companion Interest shall be paid only from amounts allocated to such Companion Interest in accordance with the related Partition Agreement. As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the stated principal balance of such Specially Serviced Loan and in the same manner as interest is calculated on the Specially Serviced Loans and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be payable monthly, on an asset-by-asset basis, in accordance with the provisions of Section 3.03(b). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall be required to pay all expenses related to the Special Servicer’s internal costs consisting as overhead and employees expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

(a)The Special Servicer shall be entitled to a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Loan for so long as it remains a Corrected Loan; provided that any Workout Fee allocable to a Companion Interest shall be paid only from amounts allocated to such Companion Interest in accordance with the related Partition Agreement. The Workout Fee with respect to any Corrected Loan will cease to be payable if such Loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer is terminated or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Loans that became Corrected Loans prior to the time of such termination or resignation, except the Workout Fees will no longer be payable if the Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing with respect to which one (1) scheduled payment has been made, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Obligor had not had sufficient time to make three (3) consecutive timely Monthly Payments and which subsequently becomes a Corrected Loan as a result of the Obligor making such three (3) consecutive timely Monthly Payments. The successor Special Servicer will not be entitled to any portion of such Workout Fees to which the predecessor Special

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Servicer is entitled pursuant to the preceding sentence. The Special Servicer shall be entitled to a Liquidation Fee with respect to each Specially Serviced Loan as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds); provided that any Liquidation Fee allocable to a Companion Interest shall be paid only from amounts allocated to such Companion Interest in accordance with the related Partition Agreement. If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall be entitled to receive only a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Loan.

(b)As further compensation for its activities hereunder, the Special Servicer shall be entitled to retain in the nature of Additional Servicing Compensation, and shall not be required to deposit such amounts in the Collection Account or the Partitioned Loan Collection Account pursuant to Section 3.03, (i) 100% of all assumption application fees with respect to any Specially Serviced Loan, and (ii) all amendment fees, assumption fees, modification fees, waiver fees, consent fees and similar fees collected on the Collateral Interests (regardless of whether or not the related Loan is a Specially Serviced Loan). Additionally, the Special Servicer will be entitled to reimbursement of expenses, as permitted under this Agreement. In underwriting, processing and closing, any approved Obligor request, including any Major Decision, the Special Servicer shall be entitled to request the services of the Servicer or Collateral Manager so long as the Special Servicer and the Servicer or Collateral Manager, as applicable, have agreed upon the amount of compensation, the Servicer or Collateral Manager, as applicable, shall be entitled to receive or retain from the related amendment fees, assumption fees, modification fees, waiver fees, consent fees and similar fees collected from the related Obligor. To the extent that the Special Servicer and the Servicer or Collateral Manager, as applicable, cannot agree as to the amount of compensation the Servicer or Collateral Manager shall receive in connection with any of the services that the Special Servicer requests the Servicer or Collateral Manager to perform pursuant to the immediately preceding sentence, the Servicer or Collateral Manager, as applicable, shall have no duty or obligation to perform such services. Notwithstanding the utilization of the Servicer or Collateral Manager, the Special Servicer shall remain obligated to perform its duties hereunder.

ARTICLE VI

THE SERVICER AND THE ISSUER

Section 6.01.No Assignment; Merger or Consolidation. Except as otherwise provided for in this Section or in Section 2.02 or 6.03(c), neither the Servicer nor the Special Servicer may assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the Servicer or the Special Servicer may assign this Agreement to a Qualified Affiliate upon satisfaction of the Rating Agency Condition and upon the written consent of the Issuer (or the Collateral Manager acting on behalf of the Issuer).

The Servicer or the Special Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the Servicer or the Special Servicer hereunder, and shall be deemed to have assumed all of the liabilities of the Servicer or the Special Servicer hereunder.

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Section 6.02.Liability and Indemnification. None of the Servicer, the Special Servicer, the Trustee, the Note Administrator or their Affiliates or any of the managers, members, directors, officers, employees or agents thereof shall be under any liability to either the Issuer or any third party (including the Noteholders) for taking or refraining from taking any action, in good faith pursuant to or in connection with this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Special Servicer, the Note Administrator or the Trustee or any such Person against breach of the Servicer’s, the Special Servicer’s, the Note Administrator’s or the Trustee’s, as the case may be, representations and warranties set forth in Section 7.01 or any liability which would otherwise be imposed on the Servicer, the Special Servicer, the Note Administrator or the Trustee or any such Person, respectively, by reason of the willful misfeasance, bad faith or negligence in the performance of the Servicer’s, the Special Servicer’s, the Note Administrator’s or the Trustee’s, respectively, duties hereunder. The Servicer, the Special Servicer, the Note Administrator or the Trustee, as the case may be, and any director, officer, manager, member, employee or agent thereof may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Servicer, the Special Servicer, the Note Administrator or the Trustee, as the case may be, and any member, manager, director, officer, employee or agent thereof shall be indemnified and held harmless by the Issuer against any loss, liability or expense incurred, including reasonable attorneys’ fees, including in connection with the enforcement of such indemnity, in connection with any claim, legal action, investigation or proceeding relating to this Agreement, including its enforcement of this indemnity, the performance hereunder by, or any specific action which the Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Designated Transaction Representative or the Trustee or any specific action that any of the foregoing authorized, requested, directed or advised the Servicer, the Special Servicer, the Note Administrator or the Trustee, as the case may be, to perform pursuant to this Agreement, as such are incurred, except for any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, or negligence in the performance of the duties of the Servicer, the Special Servicer, the Note Administrator or the Trustee, as the case may be, or breach of the Servicer’s, the Special Servicer’s, the Note Administrator’s or the Trustee’s, as the case may be, representations and warranties set forth in Section 7.01. Any such indemnification shall be payable only pursuant to the Priority of Payments under the Indenture and not from any amounts on deposit in the Collection Account.

In the event that the Servicer, the Special Servicer, the Note Administrator or the Trustee, as the case may be, sustains any loss, liability or expense which results from any overcharges to Obligors under the Loans, to the extent that such overcharges were collected by the Servicer or the Special Servicer, as the case may be, and remitted to the Issuer, the Issuer (or the Collateral Manager acting on behalf of the Issuer) shall promptly remit such overcharge to the related Obligor or other Obligors after the Issuer’s receipt of written notice from the Servicer or the Special Servicer, as the case may be, regarding such overcharge.

The Issuer and any manager, officer, employee or agent thereof shall be indemnified and held harmless by the Servicer, the Special Servicer, the Note Administrator or the Trustee, as the case may be, against any loss, liability or expense incurred, including reasonable attorneys’ fees, by reason of (i) the willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer, the Special Servicer, the Note Administrator (in each of its capacities under the Indenture) or the Trustee, as applicable, hereunder or (ii) a breach of the representations and warranties of the Servicer or the Special Servicer set forth in Section 7.01.

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Each of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless each of the Trustee and the Note Administrator from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses (including reasonable expenses incurred in connection with the enforcement of this indemnity) and related costs, judgments and other costs and expenses incurred by the Trustee or the Note Administrator, as the case may be, that arise out of or are based upon the negligence, bad faith, fraud or willful misconduct on the part of the Servicer or the Special Servicer, as the case may be, in the performance of its obligations under this Agreement or its negligent disregard of its obligations and duties under this Agreement.

Each of the Trustee and the Note Administrator (in each of its capacities under the Indenture), severally and not jointly, shall indemnify and hold harmless each of the Servicer and the Special Servicer from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses (including reasonable expenses incurred in connection with the enforcement of this indemnity) and related costs, judgments and other costs and expenses incurred by the Servicer or the Special Servicer, as the case may be, that arise out of or are based upon the negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Note Administrator (in each of its capacities under the Indenture), as the case may be, in the performance of its obligations under this Agreement or the Indenture or its negligent disregard of its obligations and duties under this Agreement or the Indenture.

Each of the Servicer and the Special Servicer shall be entitled to the same rights, protections, immunities and indemnities afforded to each herein in connection with any matter contained in the Indenture and the other Transaction Documents.

The provisions of this Section shall survive any termination of the rights and obligations of the Servicer, the Special Servicer, the Note Administrator or the Trustee hereunder.

Section 6.03.Eligibility; Successor, the Servicer or the Special Servicer. (a) The Issuer, the Collateral Manager, the Servicer and the Special Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Issuer, the Collateral Manager, the Servicer and the Special Servicer herein.

(a)Any successor servicer or special servicer retained pursuant to this Agreement (other than the Trustee if it is acting as successor servicer or special servicer pursuant to Section 7.06) shall be collectively referred to herein as “Successor.” The Successor shall be the successor in all respects to the Servicer or Special Servicer, as the case may be, in its capacity as Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer or Special Servicer, as the case may be, accruing after such termination or resignation; provided, however, that any failure to perform such duties or responsibilities caused by the Servicer’s or Special Servicer’s failure to comply with Section 7.01 shall not be considered a default by the Successor hereunder. In its capacity as Successor, the Successor shall have the same limitation of liability herein granted to the Servicer or Special Servicer, as the case may be. In connection with any such appointment and assumption, the Issuer (or the Collateral Manager acting on behalf of the Issuer) may make such arrangements for the compensation of such Successor as it and such Successor shall agree; provided, however, that no compensation shall be in excess of that permitted the Servicer or

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Special Servicer, as the case may be, hereunder. Except as provided in Section 6.03(c), until (i) the Successor is appointed, the Rating Agency Condition is satisfied in connection with such appointment and the Successor has accepted such appointment or (ii) the Trustee assumes the responsibilities and obligations of the Servicer or the Special Servicer pursuant to Section 7.06, the Servicer or the Special Servicer shall continue to serve as Servicer or Special Servicer hereunder, as applicable, and shall have all the rights, benefits and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer or Special Servicer, as the case may be, hereunder. Once appointed, the Servicer or the Special Servicer, as the case may be, shall cooperate with the Successor to take such reasonable action, consistent with this Agreement, to effectuate any such succession.

(b)Subject to the provisions of Section 6.01, neither the Servicer nor the Special Servicer shall resign from the obligations and duties hereby imposed on it, except in the event that (i) its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or (ii) a successor servicer or special servicer that is a Qualified Servicer, as applicable, has assumed the Servicer’s or the Special Servicer’s, as applicable, responsibilities and obligations, and the Rating Agency Condition has been satisfied with respect to appointment of a successor servicer or special servicer. Any determination under clause (i) of the immediately preceding sentence permitting the resignation of the Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Issuer, the Note Administrator and the Trustee and the 17g-5 Information Provider. Except for a resignation described above in clause (i) of the first sentence of this Section 6.03(c), no resignation by the Servicer or the Special Servicer under this Agreement shall become effective until (A) the Successor, in accordance with Section 6.03(b), shall have assumed the Servicer’s or Special Servicer’s, as the case may be, responsibilities and obligations or (B) the Trustee, in accordance with Section 7.06, assumes the responsibilities and obligations of the Servicer or the Special Servicer.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES; TERMINATION EVENTS

Section 7.01.Representations and Warranties. (a) The Servicer hereby makes the following representations and warranties to each of the other parties hereto:

(i)Due Organization, Qualification and Authority. The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas, and is duly qualified to transact business as a foreign limited liability company, in good standing and licensed in each state to the extent necessary to ensure the enforceability of each Loan and to perform its duties and obligations under this Agreement in accordance with the terms of this Agreement; the Servicer has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; the Servicer has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; this Agreement constitutes the valid, legal, binding obligation of the Servicer, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(ii)No Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by the Servicer, (v) conflicts with or results in a breach of any of the terms, conditions or provisions of the Servicer’s certificate of formation, as amended, or limited liability company agreement, as amended; (w) conflicts with or results in a breach of any agreement or instrument

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to which the Servicer is now a party or by which it (or any of its properties) is bound, or constitutes a default or results in an acceleration under any of the foregoing if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Servicer to perform its obligations under this Agreement in accordance with the terms hereof; (x) conflicts with or results in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Servicer to perform its obligations under this Agreement in accordance with the terms hereof; (y) results in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Servicer to perform its obligations under this Agreement in accordance with the terms hereof; or (z) results in the creation or imposition of any lien, charge or encumbrance that would have a material adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or materially impairs the ability of (1) the Issuer and the Companion Interest Holder to realize on the Loans, or (2) the Servicer to perform its obligations hereunder;

(iii)No Litigation Pending. There is no action, suit, or proceeding pending or, to Servicer’s knowledge, threatened against the Servicer which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Loans, or would be likely to impair materially the ability of the Servicer to perform its duties and obligations under the terms of this Agreement;

(iv)No Consent Required. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over the Servicer is required for (x) the Servicer’s execution and delivery of this Agreement, or (y) the consummation of the transactions of the Servicer contemplated by this Agreement, or, to the extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except that the Servicer may not be duly qualified to transact business as a foreign limited liability company or licensed in one or more states if such qualification or licensing is not necessary (1) to ensure the enforceability of any Loan, or (2) for the Servicer to perform its obligations under this Agreement in accordance with the terms hereof;

(v)No Default/Violation. The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which, in the judgment of the Servicer, will have consequences that would materially and adversely affect the financial condition or operations of the Servicer or its properties taken as a whole or its performance hereunder;

(vi)E&O Insurance. The Servicer currently maintains a fidelity bond and errors and omissions insurance or self-insures, in either case meeting the requirements of Section 3.05(c).

(a)The Special Servicer hereby makes the following representations and warranties to the each of the other parties hereto:

(i)Due Organization, Qualification and Authority. The Special Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and is in good standing and licensed in each state to the extent necessary to ensure the enforceability of each Loan and to perform its duties and obligations under this Agreement in accordance with the terms of this Agreement; the Special Servicer has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; the Special Servicer has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this

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Agreement; this Agreement constitutes the valid, legal, binding obligation of the Special Servicer, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(ii)No Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by the Special Servicer, (v) conflicts with or results in a breach of any of the terms, conditions or provisions of the Special Servicer’s articles of organization, as amended, or limited liability company agreement, as amended; (w) conflicts with or results in a breach of any agreement or instrument to which the Special Servicer is now a party or by which it (or any of its properties) is bound, or constitutes a default or results in an acceleration under any of the foregoing if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Special Servicer to perform its obligations under this Agreement in accordance with the terms hereof; (x) conflicts with or results in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Special Servicer to perform its obligations under this Agreement in accordance with the terms hereof; (y) results in the violation of any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Special Servicer to perform its obligations under this Agreement in accordance with the terms hereof; or (z) results in the creation or imposition of any lien, charge or encumbrance that would have a material adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or materially impairs the ability of (1) the Issuer and the Companion Interest Holder to realize on the Loans, or (2) the Special Servicer to perform its obligations hereunder;

(iii)No Litigation Pending. There is no action, suit, or proceeding pending or, to Special Servicer’s knowledge, threatened against the Special Servicer which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Loans, or would be likely to impair materially the ability of the Special Servicer to perform its duties and obligations under the terms of this Agreement;

(iv)No Consent Required. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over the Special Servicer is required for (x) the Special Servicer’s execution and delivery of this Agreement, or (y) the consummation of the transactions of the Special Servicer contemplated by this Agreement, or, to the extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except that the Special Servicer may not be duly qualified to transact business as a foreign limited liability company or licensed in one or more states if such qualification or licensing is not necessary (1) to ensure the enforceability of any Loan, or (2) for the Special Servicer to perform its obligations under this Agreement in accordance with the terms hereof.

(v)No Default/Violation. The Special Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which, in the judgment of the Special Servicer, will have consequences that would materially and adversely affect the financial condition or operations of the Special Servicer or its properties taken as a whole or its performance hereunder;

(vi)E&O Insurance. The Special Servicer currently maintains a fidelity bond and errors and omissions insurance or self-insures, in either case meeting the requirements of Section 3.05(c) hereof.

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(b)The Issuer hereby makes the following representations and warranties to the each of the other parties hereto:

(i)Due Authority. The Issuer has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; the Issuer has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; the Issuer has the right to authorize the Servicer to perform the actions contemplated herein; this Agreement constitutes the valid, legal, binding obligation of the Issuer, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(ii)Ownership of Collateral Interests. The Issuer is the beneficial owner of the Collateral Interests and has the right to perform the actions contemplated herein.

(iii)No Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by the Issuer: (v) conflicts with or results in a breach of any of the terms, conditions or provisions of the Issuer’s Governing Documents; (w) conflicts with or results in a breach of any agreement or instrument to which the Issuer is now a party or by which it (or any of its properties) is bound, or constitutes a default or results in an acceleration under any of the foregoing if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Issuer to perform its obligations under this Agreement in accordance with the terms hereof; (x) conflicts with or results in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Issuer to perform its obligations under this Agreement in accordance with the terms hereof; (y) results in the violation of any law, rule, regulation, order, judgment or decree to which the Issuer or its property is subject if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Issuer to perform its obligations under this Agreement in accordance with the terms hereof; or (z) results in the creation or imposition of any lien, charge or encumbrance that would have a material adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or materially impairs the ability of (1) the Issuer and the Companion Interest Holder to realize on the Loans, or (2) the Issuer to perform its obligations hereunder.

(iv)No Litigation Pending. There is no action, suit, or proceeding pending or, to Issuer’s knowledge, threatened against the Issuer which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Loans, or would be likely to impair materially the ability of the Issuer to perform its duties and obligations under the terms of this Agreement.

(v)No Consent Required. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over the Issuer is required for (x) the Issuer’s execution and delivery of this Agreement, or (y) the consummation of the transactions of the Issuer contemplated by this Agreement, or, to the extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except that the Issuer may not be duly qualified to transact business as a foreign company or licensed in one or more states if such qualification or licensing is not necessary (1) to ensure the enforceability of any Loan, or (2) for the Issuer to perform its obligations under this Agreement in accordance with the terms hereof.

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(vi)No Default/Violation. The Issuer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Issuer to perform its obligations hereunder.

(vii)Commercial or Multifamily Loans. The Loans relate to or are comprised of only commercial or multifamily loans, the proceeds of which loans were used primarily for commercial or multifamily purposes and not for personal, single family or single household purposes.

(c)The Collateral Manager hereby makes the following representations and warranties to each of the other parties hereto:

(i)Due Organization and Authority. The Collateral Manager is a corporation, duly organized, validly existing and in good standing under the laws of Delaware. The Collateral Manager has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; the Collateral Manager has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; this Agreement constitutes the valid, legal, binding obligation of the Collateral Manager, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(ii)No Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by the Collateral Manager, (a) conflicts with or results in a breach of any of the terms, conditions or provisions of the Collateral Manager’s certificate of incorporation, as amended, or bylaws, as amended; (b) conflicts with or results in a breach of any agreement or instrument to which the Collateral Manager is now a party or by which it (or any of its properties) is bound, or constitutes a default or results in an acceleration under any of the foregoing if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Collateral Manager to perform its obligations under this Agreement in accordance with the terms hereof; (c) conflicts with or results in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Collateral Manager to perform its obligations under this Agreement in accordance with the terms hereof; (d) results in the violation of any law, rule, regulation, order, judgment or decree to which the Collateral Manager or its property is subject if compliance therewith is necessary (1) to ensure the enforceability of any Loan, or (2) for the Collateral Manager to perform its obligations under this Agreement in accordance with the terms hereof; or (e) results in the creation or imposition of any lien, charge or encumbrance that would have a material adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or materially impairs the ability of (1) the Issuer to realize on the Loans, or (2) the Collateral Manager to perform its obligations hereunder.

(iii)No Litigation Pending. There is no action, suit, or proceeding pending or, to Collateral Manager’s knowledge, threatened against the Collateral Manager which, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Loans, or would be likely to impair materially the ability of the Collateral Manager to perform its duties and obligations under the terms of this Agreement.

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Collateral Manager’s execution and delivery of this Agreement, or (y) the consummation of the transactions of the Collateral Manager contemplated by this Agreement, or, to the extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except that the Collateral Manager may not be duly qualified to transact business as a foreign corporation or licensed in one or more states if such qualification or licensing is not necessary (1) to ensure the enforceability of any Loan, or (2) for the Collateral Manager to perform its obligations under this Agreement in accordance with the terms hereof.

(v)No Default/Violation. The Collateral Manager is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Collateral Manager to perform its obligations hereunder.

(d)The representations and warranties of the Servicer, the Special Servicer, the Issuer and the Collateral Manager set forth in this Section 7.01 shall survive until the termination of this Agreement.

Section 7.02.Servicer Termination Event. Any one of the following events shall be a “Servicer Termination Event”:

(a)any failure (i) by the Servicer to remit to the Note Administrator the amount required to be so remitted by the Servicer on any Remittance Date pursuant to Section 3.03(b)(viii) of this Agreement, which continues unremedied by the Servicer by 11:00 a.m. on the following Business Day, (ii) by the Special Servicer to remit to the Issuer or its nominee any payment required to be so remitted by the Servicer or the Special Servicer, as the case may be, under the terms of this Agreement, when and as due which continues unremedied by the Servicer or the Special Servicer, as the case may be, for a period of two (2) Business Days after the date on which such remittance was due, or (iii) by the Servicer to remit to the Seller or a Companion Interest Holder any payment required to be so remitted by the Servicer under the terms of this Agreement, when and as due which continues unremedied by the Servicer for a period of two (2) Business Days after the date on which such remittance was due; or

(b)[Reserved].

(c)any failure on the part of the Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer or the Special Servicer, as the case may be, contained in this Agreement, or any representation or warranty set forth by the Servicer or the Special Servicer, as the case may be, in Section 7.01 shall be untrue or incorrect in any material respect, and, in either case, such failure or breach materially and adversely affects the value of any Loan or the priority of the lien on any Loans or the interest of the Issuer therein, which in either case continues unremedied for a period of thirty (30) days after the date on which written notice of such failure or breach, requiring the same to be remedied, shall have been given to the Servicer or the Special Servicer, as the case may be, by the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or such extended period of time approved by the Issuer (or the Collateral Manager acting on behalf of the Issuer) provided that the Servicer or the Special Servicer, as the case may be, is diligently proceeding in good faith to cure such failure or breach); or

(d)a decree or order of a court or agency or supervisory authority having jurisdiction in respect of the Servicer or the Special Servicer, as the case may be, for the commencement of an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or

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for the winding-up or liquidation of its affairs shall have been entered against the Servicer or the Special Servicer, as the case may be, and such decree or order shall remain in force undischarged or unstayed for a period of sixty (60) days; or

(e)the Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or the Special Servicer, as the case may be, or relating to all or substantially all of such entity’s property; or

(f)the Servicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable federal or state bankruptcy, insolvency or similar law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

(g)the Servicer or the Special Servicer, as the case may be, receives actual knowledge that either Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Notes, or (B) placed one or more Classes of Notes on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency within sixty (60) days of the date that the Servicer or the Special Servicer, as the case may be, obtained such actual knowledge) and, in the case of either of clauses (A) or (B) above, citing servicing concerns with the Servicer or the Special Servicer, as the case may be, as the sole or material factor in such rating action; or

(h)the Servicer or, following removal or resignation of the Special Servicer, any successor to the Special Servicer, ceases to be a Qualified Servicer.

then, and in each and every case, so long as the applicable Servicer Termination Event has not been remedied, the Issuer (or the Collateral Manager acting on behalf of the Issuer) may by notice in writing to the Servicer (if such Servicer Termination Event is with respect to the Servicer) or the Special Servicer (if such Servicer Termination Event is with respect to the Special Servicer), as the case may be, in addition to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer or the Special Servicer, as the case may be, under this Agreement and in and to the Loans and the proceeds thereof, without the Issuer (or the Collateral Manager acting on behalf of the Issuer) incurring any penalty or fee of any kind whatsoever in connection therewith; provided, however, that such termination shall be without prejudice to any rights of the Servicer or the Special Servicer, as the case may be, relating to the payment of its Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees, Additional Servicing Compensation and the reimbursement of any Servicing Advance or Servicing Expense or other amounts due and payable to it under this Agreement which have been made by it under the terms of this Agreement through and including the date of such termination, and all surviving rights in respect of indemnification sums payable to it. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event. On or after the receipt by the Servicer or the Special Servicer, as the case may be, of such written notice of termination from

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the Issuer (or the Collateral Manager acting on behalf of the Issuer), all authority and power of the Servicer or the Special Servicer, as the case may be, under this Agreement, whether with respect to the Loans or otherwise, shall pass to and be vested in the Trustee, and the Servicer or the Special Servicer, as applicable, agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights hereunder of the Servicer or the Special Servicer, including, without limitation, the transfer of the Servicing Files and the funds held in the Servicing Accounts as set forth in Section 8.01. Within thirty (30) days of the Servicer or the Special Servicer receiving a notice of termination pursuant to this Section 7.02, the Trustee shall retain a successor servicer or special servicer, as applicable, who shall assume the Servicer’s or Special Servicer’s duties pursuant to Section 6.03, subject to the satisfaction of the Rating Agency Condition. If no Successor servicer or special servicer, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the Servicer or Special Servicer receives notice of termination in accordance with this Section 7.02, the Issuer (or the Collateral Manager acting on behalf of the Issuer) may petition any court of competent jurisdiction for the appointment of a successor servicer or special servicer, as the case may be.

The Issuer (or the Collateral Manager acting on behalf of the Issuer) may waive any Servicer Termination Event (other than a Servicer Termination Event under clause (b), (g), or (h) above), as the case may be, in the performance of its obligations hereunder and its consequences provided that no waiver shall be effective without the consent of the Note Administrator, which may be withheld in its sole discretion. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

Section 7.03.Termination of the Special Servicer by the Collateral Manager. The Collateral Manager shall be entitled to terminate the rights and obligations of the Special Servicer with respect to the Serviced Loans, with or without cause, and appoint a successor Special Servicer upon ten (10) Business Days’ notice to the Issuer, Special Servicer, the Servicer, the Note Administrator and the Trustee; provided that (a) such removal is subject to Section 5.03 and Section 6.02 hereof, (b) all applicable costs and expenses of any such termination made by the Collateral Manager without cause shall be paid by the Collateral Manager, (c) all applicable accrued and unpaid Special Servicing Fees or Additional Servicing Compensation and Servicing Expenses owed to the Special Servicer are paid in full, (d) the terminated Special Servicer shall retain the right to receive any applicable Liquidation Fees or Workout Fees earned by it and payable to it in accordance with the terms hereof and (e) satisfaction of the Rating Agency Condition with respect to the appointment of any successor thereto; provided, however, that if a Loan was being administered by the Special Servicer at the time of termination, the terminated Special Servicer and the successor Special Servicer shall agree to apportion the applicable Liquidation Fee, if any, between themselves in a manner that reflects their relative contributions in earning the fee. The successor Special Servicer appointed by the Collateral Manager shall assume the Special Servicer’s duties pursuant to Section 6.03.

Section 7.04.[Reserved].

Section 7.05.Note Administrator/Trustee Termination Event. As used herein, a “Note Administrator/Trustee Termination Event” means any one of the following:

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(a)any failure on the part of the Note Administrator or the Trustee, as applicable, duly to observe or perform in any material respect any of the covenants or agreements on the part of the Note Administrator or Trustee, as applicable, contained in this Agreement, and such failure or breach materially and adversely affects the value of any Loan or the priority of the lien on any Loans or the interest of the Issuer therein, which in either case continues unremedied for a period of thirty (30) days after the date on which written notice of such failure or breach, requiring the same to be remedied, shall have been given to the Note Administrator or the Trustee, as applicable, by the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or such extended period of time approved by the Issuer (or the Collateral Manager on behalf of the Issuer); provided that the Note Administrator or the Trustee, as applicable, is diligently proceeding in good faith to cure such failure or breach); or

(b)a decree or order of a court or agency or supervisory authority having jurisdiction in respect of the Note Administrator or the Trustee, as applicable, for the commencement of an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs shall have been entered against the Note Administrator or the Trustee, as applicable, and such decree or order shall remain in force undischarged or unstayed for a period of sixty (60) days; or

(c)the Note Administrator or the Trustee, as applicable, shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Note Administrator or the Trustee, as applicable, or relating to all or substantially all of its property; or

(d)the Note Administrator or the Trustee, as applicable, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable federal or state bankruptcy, insolvency or similar law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

(e)the Trustee no longer qualifies as a Qualified Trustee or the Note Administrator no longer qualifies as a Qualified Note Administrator.

So long as a Note Administrator/Trustee Termination Event with respect to the Note Administrator or the Trustee, as applicable, shall not have been remedied, the Issuer (or the Collateral Manager acting on behalf of the Issuer) may, by notice in writing to the Note Administrator or the Trustee, as applicable, in addition to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of the Note Administrator or the Trustee, as applicable, under this Agreement and in and to the Loans and the proceeds thereof, without the Issuer (or the Collateral Manager acting on behalf of the Issuer) incurring any penalty or fee of any kind whatsoever in connection therewith; provided, however, that such termination shall be without prejudice to any rights of the Note Administrator or the Trustee, as applicable, relating to the payment of any compensation due hereunder or the reimbursement of any Servicing Advance or Servicing Expense which have been made by it under the terms of this Agreement through and including the date of such termination. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a

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waiver of any Note Administrator/Trustee Termination Event. On or after the receipt by the Note Administrator or the Trustee, as applicable, of such written notice of termination from the Issuer (or the Collateral Manager acting on behalf of the Issuer), all authority and power of the Note Administrator or the Trustee, as applicable, under this Agreement, whether with respect to the Loans or otherwise, shall pass to and be vested in the Issuer, and the Note Administrator or the Trustee, as applicable, agrees to cooperate with the Issuer (or the Collateral Manager acting on behalf of the Issuer) in effecting the termination of the responsibilities and rights hereunder of the Note Administrator or the Trustee, as applicable.

The Issuer (or the Collateral Manager acting on behalf of the Issuer) may waive any Note Administrator/Trustee Termination Event. Upon any such waiver of a past default, such default shall cease to exist, and any Note Administrator/Trustee Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

Section 7.06.Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer or the Special Servicer resigns pursuant to this Agreement or receives a notice of termination pursuant to Section 7.02 or Section 8.01(a), the Trustee shall unless prohibited by law immediately become the successor in all respects to the Servicer or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall have all of the rights and powers, and be subject to all the responsibilities, duties, limitations on liability, indemnities and liabilities relating thereto and arising thereafter placed on the Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof, including, without limitation, the Servicer’s obligation to make Servicing Advances pursuant to Section 5.02(c)(ii); provided that (i) the Trustee shall have no responsibilities, duties or obligations with respect to any act or omission of the Servicer or the Special Servicer, as the case may be, and (ii) any failure to perform such duties or responsibilities caused by the Servicer’s or the Special Servicer’s failure to deliver to the Trustee the information or funds required under Section 7.02 shall not be considered a default by the Trustee hereunder. The Trustee shall not be liable for any of the representations and warranties of the Servicer or the Special Servicer or for any losses incurred by the Servicer or the Special Servicer pursuant to Section 3.04 hereunder which shall have accrued prior to the Trustee’s assuming such duties. As compensation therefor, the Trustee shall be entitled to the applicable Servicing Fee and/or Special Servicing Fee, as applicable, and all funds (other than any Workout Fee owed pursuant to Section 5.03(b)) that the Servicer or the Special Servicer would have been entitled to charge to the Collection Account or Partitioned Loan Collection Account if the Servicer or the Special Servicer had continued to act hereunder.

(a)Notwithstanding anything herein to the contrary, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Noteholders entitled to a majority of the voting rights so request in writing to the Trustee or if the Trustee is not a Qualified Servicer or if it is otherwise required to do so under this Agreement, promptly appoint a Qualified Servicer as the successor to the Servicer or Special Servicer, as the case may be, of all of the responsibilities, duties and liabilities of the Servicer or the Special Servicer, as the case may be, hereunder. Such successor Servicer or Special Servicer shall assume the Servicer’s or Special Servicer’s duties pursuant to Section 6.03, subject to satisfaction of the Rating Agency Condition. Pending appointment of a successor to the Servicer or the Special Servicer, as the case may be, hereunder, unless the Trustee shall be prohibited by law from so acting or is unable to act, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption described herein, the Trustee may make such arrangements for

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the compensation of such successor out of payments on the Loans or otherwise as it and such successor shall agree; provided, however, the Trustee is hereby authorized to make arrangements for payment of increased compensation (including in the event that the Trustee or an affiliate of the Trustee is the successor Servicer or Special Servicer) at whatever market rate is reasonably necessary to identify and retain an acceptable successor Servicer or Special Servicer, as the case may be. Any such increased compensation shall be an expense of the Issuer.

Section 7.07.Collateral Manager Termination Event. As used herein, a “Collateral Manager Termination Event” means any one of the following:

(a)the Collateral Manager willfully breaches, or takes any action that it knows violates, any provision of the Collateral Management Agreement or any term of this Agreement or the Indenture applicable to the Collateral Manager (not including a willful breach or knowing violation that results from a good faith dispute regarding alternative courses of action or interpretation of instructions);

(b)other than as provided under clause (a) above, the Collateral Manager breaches any material provision of the Collateral Management Agreement or any material terms of this Agreement or the Indenture applicable to the Collateral Manager and fails to cure such breach within 30 days after the first to occur of (A) notice of such failure is given to the Collateral Manager or (B) the Collateral Manager has actual knowledge of such breach;

(c)the Collateral Manager (A) ceases to be able to, or admits in writing the Collateral Manager's inability to, pay the Collateral Manager's debts when and as they become due, (B) files, or consents by answer or otherwise to the filing against the Collateral Manager of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or takes advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (C) makes an assignment for the benefit of the Collateral Manager's creditors, (D) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Collateral Manager or with respect to any substantial part of the Collateral Manager's property, or (E) is adjudicated as insolvent or to be liquidated;

(d)the occurrence of an act by the Collateral Manager or any of its Affiliates (as defined in the Indenture) that constitutes fraud or criminal activity in the performance of its obligations under the Collateral Management Agreement or the Collateral Manager or any of its respective officers or directors is indicted for a criminal offense involving an investment or investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, forgery, counterfeiting or extortion;

(e)the failure of any representation, warranty, certificate or statement of the Collateral Manager in or pursuant to the Collateral Management Agreement, this Agreement or the Indenture to be correct in any material respect and (A) such failure has (or could reasonably be expected to have) a material adverse effect on the Noteholders or the Issuer and (B) if such failure can be cured, no correction is made for 45 days after the Collateral Manager becomes aware of such failure or receives notice thereof from the Trustee; or

(f)the Collateral Manager consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another Person and either (A) at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee Person fails to or cannot assume all the obligations of the Collateral Manager under the Collateral Management Agreement or (B) the resulting, surviving or transferee Person lacks the legal capacity to perform the obligations of the Collateral Manager under the Collateral Management Agreement, this Agreement and the Indenture.

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If a Collateral Manager Termination Event has occurred and is continuing, the Collateral Manager may be removed under the Collateral Management Agreement and this Agreement upon at least thirty (30) days’ prior written notice by the Issuer or the Trustee, if the Holders of at least 66-2/3% in Aggregate Outstanding Amount of each Class of Notes then outstanding give written notice to the Collateral Manager, the Issuer and the Trustee directing such removal; provided, however, that such removal shall be without prejudice to any rights of the Collateral Manager relating to the reimbursement of any Servicing Expense which have been made by it under the terms of this Agreement through and including the date of such termination. Notice of any such removal shall be delivered by the Trustee on behalf of the Issuer to the Rating Agencies. The Collateral Manager cannot be removed without cause. None of the Collateral Manager, its affiliates and clients and funds for whom the Collateral Manager or any of its affiliates acts as investment adviser (collectively, the “Collateral Manager Related Parties”) are entitled to vote the Notes held by any of the Collateral Manager Related Parties with respect to the removal of the Collateral Manager (or waiver of any event or circumstance constituting grounds for removal). However, at any given time, except where noted otherwise, the Collateral Manager Related Parties may vote the Notes (if any) held by them with respect to all other matters in accordance with the applicable documents. In no event will the Trustee be required to determine whether or not a Collateral Manager Termination Event has occurred for the removal of the Collateral Manager.

On or after the receipt by the Collateral Manager of such written notice of termination from the Issuer, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Loans or otherwise, shall pass to and be vested in the Issuer, and the Collateral Manager agrees to cooperate with the Issuer in effecting the termination of the responsibilities and rights hereunder of the Collateral Manager.

The Issuer may waive any Collateral Manager Termination Event. Upon any such waiver of a past default, such default shall cease to exist, and any Collateral Manager Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

The right to remove the Collateral Manager pursuant to this Section 7.07 shall not be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Collateral Manager Termination Event.

If the Collateral Manager is removed, resigns or is replaced pursuant to this Agreement or the Collateral Management Agreement, the Issuer shall give the Servicer and Special Servicer prompt notice of such removal, resignation or replacement.

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ARTICLE VIII

TERMINATION; TRANSFER OF COLLATERAL INTERESTS

Section 8.01.Termination of Agreement. (a) Subject to the appointment of a Successor and the acceptance of such appointment by such Successor (or the Trustee’s assumption of the responsibilities and obligations of the Servicer or the Special Servicer pursuant to Section 7.06), this Agreement may be terminated by the Issuer with respect to any or all of the Loans, without cause, upon sixty (60) days written notice to the Servicer or the Special Servicer, as applicable. Within thirty (30) days of the Servicer or the Special Servicer receiving a notice of termination pursuant to this Section 8.01(a), the Trustee shall retain a successor servicer or special servicer, as applicable, subject to the satisfaction of the Rating Agency Condition, who shall assume the Servicer’s or Special Servicer’s duties pursuant to Section 6.03. If no Successor servicer or special servicer, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the Servicer or Special Servicer receives notice of termination in accordance with this Section 8.01, the Issuer may petition any court of competent jurisdiction for the appointment of a successor servicer or special servicer, as the case may be.

Subject to Section 6.03(c) and the appointment of a Successor and the acceptance of such appointment by such Successor (or the Trustee’s assumption of the responsibilities and obligations of the Servicer or the Special Servicer pursuant to Section 7.06), the Servicer or the Special Servicer, as the case may be, may resign from its duties and obligations hereunder with respect to any Loans, without cause, upon sixty (60) days written notice to the Issuer. On or after the date the Issuer receives the resignation of the Servicer or the Special Servicer in accordance with this Section 8.01(a), the resigning Servicer or Special Servicer, as the case may be, shall, with the consent of the Collateral Manager, designate a successor servicer or special servicer who shall assume the Servicer’s or Special Servicer’s duties pursuant to Section 6.03, subject to satisfaction of the Rating Agency Condition. If no Successor servicer or special servicer, as the case may be, shall have been so appointed and have accepted appointment within sixty (60) days after the Servicer or Special Servicer resigns pursuant to this Section 8.01, then the Issuer may petition any court of competent jurisdiction for the appointment of a successor servicer or special servicer, as the case may be.

(a)Termination pursuant to this Section or as otherwise provided herein shall be without prejudice to any rights of the Issuer, the Note Administrator, the Trustee, the Collateral Manager, the Servicer or the Special Servicer, as the case may be, which may have accrued through the date of termination hereunder. Upon such termination, the Servicer shall (i) remit all funds in the related Servicing Accounts to the Issuer or such other Person designated by the Issuer, net of accrued Servicing Fees, Additional Servicing Compensation, Special Servicing Fees, Workout Fees or Liquidation Fees and Servicing Advances or Servicing Expenses through the termination date to which the Servicer and/or Special Servicer would be entitled to payment or reimbursement hereunder; (ii) deliver all related Servicing Files to the Issuer or to Persons designated by the Trustee; and (iii) fully cooperate with the Trustee, the Note Administrator and any new servicer or special servicer to effectuate an orderly transition of Servicing or Special Servicing of the related Loans. Upon such termination, any Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees, Additional Servicing Compensation, Servicing Advances (with interest thereon at the Advance Rate), Servicing Expenses (with interest thereon at the Advance Rate) which remain unpaid or unreimbursed after the Servicer or the Special Servicer, as the case may be, has netted out such amounts pursuant to the preceding sentence, shall be remitted by the Issuer to the Servicer or the Special Servicer, as the case may

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be, within ten (10) Business Days after the Issuer’s receipt of an itemized invoice therefor to the extent the Servicer or the Special Servicer is terminated without cause.

Section 8.02.Transfer of Collateral Interests. (a) The Servicer or the Special Servicer, as the case may be, acknowledges that any or all of the Collateral Interests may be sold, transferred, assigned or otherwise conveyed by the Issuer to any third party pursuant to the terms and conditions of this Agreement and the Indenture without the consent or approval of the Servicer or the Special Servicer, as the case may be. Any such transfer shall constitute a termination of this Agreement with respect to such Loan and any Companion Interest, subject to the Issuer’s notice requirements under Section 8.01(a). The Issuer acknowledges that the Servicer or the Special Servicer, as the case may be, shall not be obligated to perform Servicing or Special Servicing, as applicable, with respect to such transferred Collateral Interests (or the related Loans) for any such third party unless and until the Servicer or the Special Servicer, as applicable, and such third party execute a servicing agreement having terms which are mutually agreeable to the Servicer or the Special Servicer, as applicable, and such third party; provided, however, no such third party shall be obligated to engage the Servicer or the Special Servicer, as the case may be, to perform Servicing or Special Servicing with respect to the transferred Collateral Interests (or the related Loans) (or be liable for any of the obligations of Issuer hereunder).

(a)Until the Servicer or the Special Servicer, as the case may be, receives written notice from the Issuer of the sale, transfer, assignment or conveyance of one or more Collateral Interests, the Issuer shall be presumed to be the owner and holder of such Collateral Interests, the Servicer or the Special Servicer, as the case may be, shall continue to earn Servicing Fees, Special Servicing Fees, Workout Fees or Liquidation Fees, Additional Servicing Compensation and any other compensation hereunder with respect to such Collateral Interests (or any Companion Interest as provided herein) and the Servicer shall continue to remit payments and other collections in respect of such Collateral Interests to the Issuer or the Note Administrator, as applicable, pursuant to the terms and provisions hereof.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01.Amendment; Waiver. (a) This Agreement contains the entire agreement between the parties relating to the subject matter hereof, and no term or provision hereof may be amended or waived except from time to time by:

(i)The mutual agreement of the Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Advancing Agent, the Servicer and the Special Servicer, without the consent of any of the Noteholders or satisfaction of the Rating Agency Condition, (i) to cure any ambiguity, (ii) to correct or supplement any provision herein which may be inconsistent with any other provision herein or in the offering memorandum, (iii) to add any other provisions with respect to matters or questions arising under this Agreement or (iv) for any other purpose provided that such action shall not adversely affect in any material respect the interests of any Noteholder without the consent of such Noteholder.

(ii)The mutual agreement of the Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Servicer and the Special Servicer, with the written consent of the Noteholders evidencing, in the aggregate, not less than a majority of the Voting Rights of the Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of this Agreement that materially and adversely affect the rights of the Noteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on or with

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respect to the Loans are required to be distributed with respect to any Underlying Note without the consent of the Noteholders, (ii) adversely affect in any material respect the interests of the Holders of a Class of Notes in a manner other than as set forth in (i) above without the consent of the Holders of such Class of Notes evidencing, in the aggregate, not less than 51% of the Voting Rights of such Class of Notes; (iii) reduce the aforesaid percentages of Voting Rights of the Notes, the Holders of which are required to consent to any such amendment without the consent of 51% of the Holders of any affected Class of Notes of then outstanding or, (iv) alter the obligations of the Issuer to make an advance or to alter the Servicing Standard set forth herein.

(iii)It shall not be necessary for the consent of Noteholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable regulations as the Issuer may prescribe.

(iv)In connection with any proposed amendment hereto, the Trustee and the Note Administrator (i) shall each be entitled to receive such opinions and officer’s certificates as required for amendments to and pursuant to the Indenture, and (ii) shall not be required to enter into any amendment that affects its obligations, rights, or indemnities hereunder.

(v)No amendment of this Agreement shall adversely affect in any material respect the interests of any Companion Interest Holder without the consent of such Companion Interest Holder.

(vi)Promptly after the execution of any amendment to this Agreement, the Issuer or the Note Administrator shall furnish a copy of such amendment to each Noteholder and the 17g-5 Information Provider pursuant to the terms of the Indenture.

Section 9.02.Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to principles of conflicts of laws.

Section 9.03.Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in the City of New York in any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. Each of the parties hereto irrevocably waives, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the parties hereto hereby waive all rights to a trial by jury in any action or proceeding relating to this Agreement. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 9.04.Notices. All demands, notices and communications hereunder shall be in writing and addressed in each case as follows:

(a)if to the Issuer, at:

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INCREF 2025-FL1 LLC
c/o The Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Attention: Donald J. Puglisi
Email: dpuglisi@puglisiassoc.com

with a copy to:

Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Steven Kolyer
E-Mail: SKolyer@sidley.com

(b)if to the Servicer, at:

KeyBank National Association
11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Todd Reynolds

Email: todd_reynolds@keybank.com

with a copy to

Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com

(c)if to the Collateral Manager, at:

Invesco Advisers, Inc.
c/o Invesco Real Estate
2300 N. Field Street, Suite 1200
Dallas, Texas 75201
Attention: Susan Mitchell
Email: Susan.Mitchell2@Invesco.com

with a copy to:

Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Steven Kolyer

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(d)if to the Note Administrator, at:

Computershare Trust Company, National Association
9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Computershare Corporate Trust – INCREF 2025-FL1

Email: CCTCREBondAdmin@computershare.com

Trustadministrationgroup@computershare.com

(e)if to the Trustee, at:

Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee

with a copy to:

CMBSTrustee@wilmingtontrust.com
Facsimile No.: (302) 636-4140

(f)if to the Special Servicer, at:

(g)Bellwether Asset Services, LLC
200 N Pacific Coast Hwy, Ste 1400
El Segundo, CA 90245
Attention: Dennis Grzeskowiak
e mail: dgrzeskowiak@bellwetherco.com

(h)

(i)with a copy to:

200 N Pacific Coast Hwy, Ste 1400

El Segundo, CA 90245

Attention: Ariel Cole

e mail: acole@bellwetherco.com

(j)if to the Advancing Agent, at:

Invesco Commercial Real Estate Finance Investments, LP
c/o Invesco Real Estate
2300 N. Field Street, Suite 1200
Dallas, Texas 75201
Attention: Susan Mitchell
Email: Susan.Mitchell2@Invesco.com

with a copy to:

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Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Steven Kolyer

Unless otherwise expressly provided in this Agreement, all demands, notices and communications may be made by electronic mail. Any of the above-referenced Persons may change its address for notices hereunder by giving notice of such change to the other Persons. All notices and demands shall be deemed to have been given at the time of the delivery at the address of such Person for notices hereunder if personally delivered, mailed by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier, telecopy or electronic mail; provided, however, that any notice delivered after normal business hours of the recipient or on a day which is not a Business Day shall be deemed to have been given on the next succeeding Business Day.

All communications with the 17g-5 Information Provider shall be conducted in the manner required by the Indenture.

To the extent that any demand, notice or communication hereunder is given to the Servicer or the Special Servicer, as the case may be, by a Responsible Officer of the Issuer, such Responsible Officer shall be deemed to have the requisite power and authority to bind the Issuer with respect to such communication, and the Servicer or the Special Servicer, as the case may be, may conclusively rely upon and shall be protected in acting or refraining from acting upon any such communication. To the extent that any demand, notice or communication hereunder is given to the Issuer by a Responsible Officer of the Servicer, the Special Servicer, the Trustee or the Note Administrator, as the case may be, such Responsible Officer shall be deemed to have the requisite power and authority to bind such party with respect to such communication, and the Issuer may conclusively rely upon and shall be protected in acting or refraining from acting upon any such communication.

Section 9.05.Severability of Provisions. If one or more of the provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining provisions or the rights of any parties thereunder. To the extent permitted by law, the parties hereto hereby waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.

Section 9.06.Inspection and Audit Rights. The Servicer and the Special Servicer, as the case may be, agree that, on reasonable prior notice, it will permit any agent or representative of the Issuer, during the normal business hours, to examine all the books of account, records, reports and other papers of the Servicer and the Special Servicer, as the case may be, relating to the Loans, to make copies and extracts therefrom, to cause such books to be audited by accountants selected by the Issuer, and to discuss matters relating to the Loans with the officers, employees and accountants of the Servicer and the Special Servicer (and by this provision the Servicer and the Special Servicer hereby authorize such accountants to discuss with such agents or representatives such matters), all at such reasonable times and as often as may be reasonably

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requested. Any expense incident to the exercise by the Issuer of any right under this Section shall be borne by the Issuer.

Section 9.07.[Reserved].

Section 9.08.Binding Effect; No Partnership; Counterparts. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto and the services of the parties hereto other than the Issuer shall be rendered as an Independent Contractor for the Issuer. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This Agreement shall be valid, binding and enforceable against a party (and any respective successors and permitted assigns thereof) when executed and delivered by an authorized individual on behalf of such party by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any other electronic signature permitted by the U.S. Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signature law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case, to the extent applicable; provided that original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity and legal effect as an original manual signature, and shall be equally admissible for evidentiary purposes. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by electronic transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

Section 9.09.Protection of Confidential Information. The Servicer and the Special Servicer shall keep confidential and shall not divulge to any party, without the Issuer’s prior written consent, any information pertaining to the Loans or the Obligors except to the extent that (a) it is appropriate for the Servicer and the Special Servicer to do so (i) in working with legal counsel, auditors, other advisors, taxing authorities, regulators or other governmental agencies or in connection with performing its obligations hereunder, (ii) in accordance with the Servicing Standard or (iii) when required by any law, regulation, ordinance, administrative proceeding, governmental agency, court order or subpoena or (b) the Servicer or the Special Servicer, as the case may be, is disseminating general statistical information relating to the assets (including the Loans) being serviced by the Servicer or the Special Servicer, as the case may be, so long as the Servicer or the Special Servicer does not identify the Obligors. Unless prohibited by law, statute, rule or court order, the Servicer or the Special Servicer, as the case may be, shall promptly notify Issuer of any such disclosure pursuant to clause (iii); provided, however, the Servicer or the Special Servicer, as the case may be, shall still make such disclosure absent a court order directing it to stop or terminate such disclosure.

Section 9.10.General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

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(b)accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

(c)references herein to an “Article,” “Section,” or other subdivision without reference to a document are to the designated Article, Section or other applicable subdivision of this Agreement;

(d)reference to a Section, subsection, paragraph or other subdivision without further reference to a specific Section is a reference to such Section, subsection, paragraph or other subdivision, as the case may be, as contained in the same Section in which the reference appears;

(e)the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(f)the term “include” or “including” shall mean without limitation by reason of enumeration; and

(g)the Article, Section and subsection headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning of the provisions contained therein.

Section 9.11.Further Agreements. Each party hereto agrees:

(a)to execute and deliver to the other such additional documents, instruments or agreements as may be reasonably requested by the other parties hereto and as may be necessary or appropriate to effectuate the purposes of this Agreement;

(b)that neither the Servicer nor the Special Servicer, as the case may be, shall be responsible for any federal, state or local securities reporting requirements related to servicing for the Loans; and

(c)that neither the Servicer nor the Special Servicer, as the case may be, shall be (and cannot be) performing any broker-dealer activities.

Section 9.12.Rating Agency Notices. (a) The Issuer (or the Collateral Manager acting on behalf of the Issuer) shall deliver written notice of the following events to (i) Moody’s Investors Services, Inc., 99 Church Street, New York, New York 10007, facsimile no.: (212) 5534170, Attention: CMBS Surveillance (or by electronic mail at moodys_cre_cdo_monitoring@moodys.com) and (ii) Fitch Ratings, Inc., 300 West 57th Street, New York, New York 10019, Attention: Commercial Mortgage Surveillance (or by electronic mail at info.cmbs@fitchratings.com), or such other address that either Rating Agency shall designate in the future, promptly following the occurrence thereof: (a) any amendment to this Agreement; (b) the removal of the Servicer or the Special Servicer or any successor servicer as Servicer or successor special servicer as Special Servicer; (c) any inspection results received in writing (whether structural, environmental or otherwise) of any Mortgaged Property; or (d) any change in a property manager. In addition, the Monthly Reports, the CREFC® Investor Reporting Package and the CREFC® Special Servicer Loan File and such other reports provided for hereunder or under the Indenture shall be made available to each Rating Agency at the time such documents are required to be delivered pursuant to the Indenture. The Servicer or the Special Servicer and the Issuer shall also furnish such other information regarding the Loans as may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense. Notwithstanding the foregoing, the

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failure to deliver such notices or copies shall not constitute a Servicer Termination Event under this Agreement.

(a)All information and notices required to be delivered to the Rating Agencies pursuant to this Agreement or requested by the Rating Agencies in connection herewith, shall first be provided in electronic format to the 17g-5 Information Provider in compliance with the terms of the Indenture (who shall post such information to the 17g-5 Website in accordance with Section 14.13 of the Indenture). The Servicer may (but is not required to) provide information and notices directly to the Rating Agencies the earlier of (a) upon notice that the information is posted to the 17g-5 Website and (b) two (2) Business Days after the information or notice was provided to the 17g-5 Information Provider in accordance with the procedures in Section 14.13 of the Indenture.

(b)Each party hereto, insofar as it may communicate with any Rating Agency pursuant to any provision of this Agreement, each other party to this Agreement, agrees to comply (and to cause each and every sub-servicer, subcontractor, vendor or agent for such Person and each of its officers, directors and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 9.11 and shall not deliver to any Rating Agency any report, statement, request or other information relating to the Notes or the Loans other than in compliance with such provisions.

(c)None of the foregoing restrictions in this Section 9.11 prohibit or restrict oral or written communications, or providing information, between the Servicer or Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings, if any, it assigns to such party, (ii) such Rating Agency’s approval, if any, of such party as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of such party’s servicing operations in general; provided, however, that such party shall not provide any information relating to the Notes or the Loans to any Rating Agency in connection with any such review and evaluation by such Rating Agency unless (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded onto the 17g-5 Website.

Section 9.13.Limited Recourse and Non-Petition. (a) Notwithstanding any other provision of this Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator, the Advancing Agent and the Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement are from time to time and at any time limited recourse obligations of the Issuer payable solely from the Loans available at such time as contemplated hereby or in accordance with the Priority of Payments (as defined in the Indenture), and, following realization of all of the Loans, all obligations of the Issuer and all claims of Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee against the Issuer under this Agreement shall be extinguished and shall not thereafter revive. Each of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that none of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator or the Trustee will have any recourse to any of the members, managers officers, employees or Affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby.

(a)Notwithstanding any other provision of this Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee hereby agree not to file, cause the filing of or join in any petition in bankruptcy,

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reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction against the Issuer for the non-payment to the Servicer, the Special Servicer, the Collateral Manager or the Trustee of any amounts due pursuant to this Agreement until at least one year and one day, or, if longer, the applicable preference period then in effect and one day, after the payment in full of all Notes.

(b)The provisions of this Section 9.12 shall survive the termination of this Agreement for any reason whatsoever.

Section 9.14.Capacity of Trustee and Note Administrator. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by each of the Trustee and the Note Administrator, not individually or personally, but solely in its respective capacity as trustee and note administrator on behalf of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Indenture for the Issuer, and pursuant to the direction of the Issuer, (ii) each of the representations, undertakings and agreements by the Trustee and the Note Administrator, as applicable, is made and intended for the purpose of binding only the Issuer and there shall be no recourse against any of the Trustee or the Note Administrator in its individual capacity hereunder, (iii) nothing herein contained shall be construed as creating any liability for the Trustee or the Note Administrator, individually or personally, to perform any covenant (either express or implied) contained herein, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one of the parties hereto, (iv) under no circumstances shall the Trustee or Note Administrator be liable for the payment of any indebtedness or expenses of the Issuer, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other agreement including the Indenture for the Issuer or any related document; and (v) the Trustee and the Note Administrator shall not have any obligations or duties under this Agreement except as expressly set forth herein, no implied duties on the part of the Trustee or the Note Administrator shall be read into this Agreement, and nothing herein shall be construed to be an assumption by the Trustee or the Note Administrator of any duties or obligations of any party to this Agreement, the Indenture or any related document, the duties of the Trustee and the Note Administrator being solely those set forth in the related Servicing Agreement and/or Indenture, as applicable.

Each of the Trustee and the Note Administrator shall be entitled to all the rights, protections, immunities, and indemnities under the Indenture as if specifically set forth herein.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee, the Custodian and the Advancing Agent have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

With respect to the Issuer only, executed as a Deed by

INCREF 2025-FL1 LLC, as Issuer

By:    /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

INVESCO ADVISERS, INC., as Collateral Manager

By:    /s/ Stephanie Holder
    Name: Stephanie Holder
    Title: Vice President

KEYBANK NATIONAL ASSOCIATION, as Servicer

By:    /s/ Michelle Engle
    Name: Michelle Engle
    Title: Vice President

BELLWETHER ASSET SERVICES, LLC as Special Servicer

By:    /s/ Dennis Grzeskowiak
    Name: Dennis Grzeskowiak
    Title: Authorized Signatory

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:    /s/ Patrick A. Kanar
    Name: Patrick A. Kanar
    Title: Assistant Vice President

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Note Administrator

By:    /s/ Liza Kabariti
    Name: Liza Kabariti
    Title: Vice President

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, as Advancing Agent

By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner

By:    /s/ Jaime Kelley
    Name: Jaime Kelley
    Title: Authorized Officer

EXHIBIT A

COLLATERAL INTEREST SCHEDULE


#	Collateral Interest Name	Collateral Interest Type	Principal Balance as of the Closing Date ($)
1	99th Avenue	Pari Passu Participation	90,924,503
2	Cass White Logistics Center	Pari Passu Participation	63,184,210
3	Washington Highway Logistics Center	Pari Passu Participation	25,891,287
4	Towne Centre Drive	Pari Passu Participation	36,792,533
5	AirParc Heights	Pari Passu Participation	36,060,617
6	Canyon Commerce Center-Building C	Pari Passu Participation	32,134,637
7	7400 Hazard	Pari Passu Participation	29,466,170
8	2200 Sullivan	Pari Passu Participation	20,568,140
9	Westinghouse 35	Pari Passu Participation	14,977,903
10	Stoltz East Coast Portfolio II	Pari Passu Participation	122,462,997
11	13th and Olive	Pari Passu Participation	32,156,117
12	Cottages at San Marcos	Pari Passu Participation	22,692,209
13	The Wilde	Pari Passu Participation	19,387,235
14	21 Oaks	Pari Passu Participation	12,663,126
15	Arches on the Lake	Pari Passu Participation	11,514,507
16	The Oliver	Pari Passu Participation	11,456,094
17	Enclave 425	Pari Passu Participation	10,130,712
18	Knoxville Two-Pack	Pari Passu Participation	80,500,000
19	NYC Townhouse Facility 1.0 Portfolio	Pari Passu Participation	76,865,284
20	South Bay Multifamily Portfolio	Pari Passu Participation	61,422,317
22	22-22 Jackson Combined Loan	Loan Combination	61,397,000
23	Alexan Memorial	Pari Passu Participation	61,000,000
24	Osprey Apartments	Pari Passu Participation	59,482,975
25	Stoltz East Coast Portfolio I	Whole Loan	47,881,000
26	ViveLA Portfolio I	Pari Passu Participation	41,535,000
27	Tralee Village	Pari Passu Participation	30,652,754
28	Brooklyn 9-Pack Combined Loan	Loan Combination	22,500,000
29	ViveLA Portfolio II	Pari Passu Participation	20,360,000

Exh. A-1

EXHIBIT B

APPLICABLE SERVICING CRITERIA IN ITEM 1122 OF REGULATION AB

The assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria” (with each Applicable Party(ies) deemed to be responsible for the items applicable to the functions it is performing). In addition, this Exhibit B shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the Servicing Agreement of which this Exhibit B forms a part or to require an assessment of the criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of the Servicing Agreement.


Applicable Servicing Criteria		Applicable Party(ies)
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Servicer Special Servicer
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Servicer Special Servicer
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer Special Servicer
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer Special Servicer
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer Special Servicer
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	N/A

Exh. B-1


Applicable Servicing Criteria		Applicable Party(ies)
Reference	Criteria
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer Special Servicer
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Servicer Special Servicer
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Servicer Special Servicer
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Servicer Special Servicer
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset- backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Servicer Special Servicer
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the SEC, are maintained in accordance with the transaction agreements and applicable SEC requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the SEC as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the servicer.	N/A

Exh. B-2


Applicable Servicing Criteria		Applicable Party(ies)
Reference	Criteria
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	N/A
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.	N/A
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	Loan Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Servicer Special Servicer
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	N/A
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Servicer Special Servicer
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Servicer
1122(d)(4)(v)	The servicer’s records regarding the mortgage loans agree with the servicer’s records with respect to an obligor’s unpaid principal balance.	Servicer
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool loan documents.	Special Servicer
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Exh. B-3


Applicable Servicing Criteria		Applicable Party(ies)
Reference	Criteria
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Servicer Special Servicer
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Servicer
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Servicer
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Servicer
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Servicer
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Servicer
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A

Exh. B-4

Exh. B-5

EXHIBIT C

INITIAL COMPANION INTEREST HOLDER REGISTER


Collateral Interest	Companion Interest Holder	Wire Instructions
99th Avenue	INCREF Investments MS Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Cass White Logistics Center	INCREF Investments MS Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Washington Highway Logistics Center	INCREF Investments MS Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Towne Centre Drive	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
AirParc Heights	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Canyon Commerce Center-Building C	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder

Exh. C-1


7400 Hazard	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
2200 Sullivan	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Westinghouse 35	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Ares Student Housing Portfolio	INCREF Investments CONA Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Stoltz East Coast Portfolio II	INCREF Investments BB Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Knoxville Two-Pack	INCREF Investments CONA Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
NYC Townhouse Facility 1.0 Portfolio	INCREF Investments MS Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder

Exh. C-2


South Bay Multifamily Portfolio	INCREF Investments BB Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
22-22 Jackson Combined Loan	INCREF Investments CB Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Alexan Memorial	INCREF Investments MS Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Osprey Apartments	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
ViveLA Portfolio I	INCREF Investments MS Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
Tralee Village	INCREF Investments WF Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder
ViveLA Portfolio II	INCREF Investments BB Seller, LLC: 2300 N. Field Street, Suite 1200 Dallas, TX 75201 Attn: Susan G. Mitchell Email: Susan.Mitchell2@invesco.com	To be provided by the Companion Interest Holder

Exh. C-3

EXHIBIT D

FORM OF SPECIAL SERVICER’S TWO QUARTER FUTURE ADVANCE ESTIMATE

[Date]


Bellwether Asset Services, LLC			dgrzeskowiak@bellwetherco.com
INCREF 2025-FL1 Seller LLC			Susan.Mitchell2@Invesco.com
Invesco Commercial Real Estate Finance Investments, LP			Susan.Mitchell2@Invesco.com
Note Administrator:			trustadministrationgroup@computershare.com and CCTCREBondAdmin@computershare.com

Re: INCREF 2025-FL1 LLC – Two Quarter Future Advance Estimate

Ladies and Gentlemen:

This notification is delivered pursuant to Section 3.25 of the Servicing Agreement entered into in connection with the above referenced transaction. Capitalized terms used but not defined herein have the respective meanings set forth in the Servicing Agreement. The period covered by this notification is from ________ to ________ (the “Relevant Period”).

Check One:


________			Nothing has come to the attention of the Special Servicer in the documentation provided by Seller that in the reasonable opinion of the Special Servicer would support a determination of a Two Quarter Future Advance Estimate for the Relevant Period that is at least 25% higher than Seller’s Two Quarter Future Advance Estimate for the Relevant Period. In accordance with Section 3.25 of the Servicing Agreement, Seller’s Two Quarter Future Advance Estimate is the controlling estimate for the Relevant Period.
________			The Special Servicer’s Two Quarter Future Advance Estimate for the Relevant Period is $ _____________. In accordance with Section 3.25 of the Servicing Agreement, the Special Servicer’s Two Quarter Future Advance Estimate is the controlling estimate for the Relevant Period.

Exh. D-1

BELLWETHER ASSET SERVICES, LLC, as Special Servicer

By:
    Name:
    Title:

Exh. D-2

EXHIBIT E

FORM OF CERTIFICATION OF RELEVANT RECIPIENT WITH RESPECT TO ARTICLE 7 DOCUMENTS

[Date]

To:


INCREF 2025-FL1 LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 Attention: Donald J. Puglisi Email: dpuglisi@puglisiassoc.com			Computershare Trust Company, National Association 9062 Old Annapolis Road Columbia, Maryland 21045 Attention: Computershare Corporate Trust – INCREF 2025-FL1 Email: CCTCREBondAdmin@computershare.com Trustadministrationgroup@computershare.com
Invesco Commercial Real Estate Finance Investments, LP c/o Invesco Real Estate 2300 N. Field Street, Suite 1200 Dallas, Texas 75201 Attention: Susan Mitchell Email: Susan.Mitchell2@Invesco.com

Re: INCREF 2025-FL1 – Article 7 Documents

This certificate is given pursuant to the Servicing Agreement, dated as of May 7, 2025 (the “Servicing Agreement”), by and among INCREF 2025-FL1 LLC, as issuer (the “Issuer”), Invesco Advisers, Inc., as collateral manager (the “Collateral Manager”), Wilmington Trust, National Association, as trustee (the “Trustee”), Computershare Trust Company, National Association, as note administrator (the “Note Administrator”), Invesco Commercial Real Estate Finance Investments, LP, as advancing agent (the “Advancing Agent”), KeyBank National Association, as servicer (the “Servicer”), and Bellwether Asset Services, LLC, as special servicer (the “Special Servicer”). Capitalized terms used but not defined herein have the respective meanings set forth in the Servicing Agreement or in the Indenture referred to therein.

The undersigned hereby certifies and agrees as follows:

(A) The undersigned is a Noteholder, a beneficial owner of a Note, a prospective purchaser of a Note or an EU Competent Authority.

Exh. E-1

(B) The undersigned is requesting access via the Note Administrator’s website to Article 7 Documents.

(C) In consideration of the disclosure to the undersigned of Article 7 Documents, or the provision of access thereto, the undersigned will keep all Article 7 Documents confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing, holding or otherwise dealing with the related Notes, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and Article 7 Documents will not, without the prior written consent of the Note Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.

(D) The undersigned will not use or disclose Article 7 Documents in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Note not previously registered pursuant to Section 5 of the Securities Act.

(E) The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Issuer and the Note Administrator for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

(F) The undersigned shall be deemed to have recertified to the provisions herein each time it accesses Article 7 Documents via the Note Administrator’s website.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

[COMPANY NAME, IF APPLICABLE]

By:
    Name:
    Title:

Exh. E-2

EXHIBIT F

SERVICING RESPONSIBILITY SCHEDULE

Servicing Task List


	Function	Servicer	Special Servicer
1	Loan Set-Up
	External Conversion
(a)	Reconcile new loan set-up information	X
(b)	Set-up new loan in loan servicing system	X
(c)	Image all loan files	X
(d)	Identify and index the loan documents	X
(e)	Apply closing funds to loan servicing system (as directed)	X
(f)	Follow-up on document exceptions, post-closing items, missing documents, insurance information, escrows (i.e. certificate of occupancy, side letter agreement requirements)	X	X*
(g)	Notice to borrowers (Welcome Letter/Good-bye Letter)1	X	X
(h)	Additional data reconciliation/clean-up (i.e. insurance, UCC, tax records)	X
2	Treasury Management
(a)	Establish and maintain custodial and escrow /reserve accounts	X
(b)	Reconcile incoming/outgoing cash transactions in custodial/escrow and reserve accounts	X
(c)	Track indexes for monthly posting of interest on escrow/reserve accounts	X
(d)	Pay borrower investment income as required for escrow/reserve accounts	X
3	Lockbox Administration
(a)	Monitor conditions for lockbox trigger events including but not limited to major tenant triggers, DSCR/Debt Yield triggers, and Events of Default		X

An asterisk denotes that the Special Servicer is required to get the consent of the Issuer and/or Collateral Manager, as applicable.

1 With respect to the task listed in 1(g), the Servicer and Special Servicer have a joint obligation to effectuate such task.

Exh. F-1


	Function	Servicer	Special Servicer
(b)	Account set-up and administration/funds management and disbursement authority	X
(c)	Application of payments; remittance of operating expenses; delivery of excess funds back to borrowers, as applicable if sufficient funds are available in the Cash Management Account	X
(d)	Review and approve application of funds in the Cash Management Account if a shortfall exists or any deviation from standard waterfall outlined in the loan documents		X
(e)	Termination of lockbox accounts for defeased and paid-off loans	X
4	Payment Processing
(a)	Prepare and distribute billing statements (on-line billing statement)	X
(b)	Offer Automated Clearing House (ACH)/Pre-Authorized Payment (PAT)/lockbox or wire payment options to borrowers. Confirm to borrower ACH/PAT activation.	X
(c)	Collect all regular principal and interest, escrow and reserve payments in accordance with loan documents	X
(d)	Process/post receipts (physical, ACH, lockbox or wire) to servicing system in accordance with loan documents and/or instructions	X
(e)	Generate remittance file to direct application of payments	X
(f)	Provide posting instructions for overages/shortages of principal & interest	X
(g)	Process returned items (ACH or NSF checks)	X
(h)	Review and assess late charges and default interest	X
(i)	Negotiate and approve late charge waivers	X
5	General Servicing
(a)	Administer borrower customer service and correspondence	X
(b)	Maintain detailed log of all collections communication with borrower	X
(c)	Monitor all payments due and contact borrowers if not received by end of grace period	X
(d)	Prepare collection letters and mail to borrower.	X
(e)	Follow up with borrower on payment collections	X
(f)	Maintain servicing file	X

Exh. F-2


	Function	Servicer	Special Servicer
(g)	Provide borrower with access to loan documents/data	X
6	Insurance Administration
(a)	Analyze insurance coverage, ensure minimum carrier requirements meet underlying loan documents and Investor requirements	X
(b)	Verify mortgagee clause on insurance policies complies with loan documents and Investor requirements	X
(c)	Monitor policy expiration; run expiration report and review documents to update the information	X
(d)	Send expiration notices to borrower and obtain renewal evidence of coverage	X
(e)	Contact insurance agents	X
(f)	Contact Borrowers for policy issues	X
(g)	Insurance coverage waiver approval		X*
(h)	Disburse insurance premiums from escrow accounts	X
(i)	Determine need to advance payment of insurance premium or force placement of insurance	X
(j)	Review recommendation to advance or force place insurance premium.	X
(k)	Approve payment of premium or forced place insurance	X
(l)	Coordinate payment of insurance premium or implementation of forced placed insurance policy	X
(m)	Administer forced place insurance	X
(n)	Maintain original insurance policies or certificates	X
7	Property Tax Administration & Escrow Analysis
(a)	Establish all escrowed and non-escrowed loans with tax service	X
(b)	Monitor tax status on non-escrowed loans and obtain verification of paid taxes	X
(c)	Contact borrowers regarding property tax issues, as necessary	X
(d)	Contact taxing authorities, as necessary	X
(e)	Property tax disbursement from escrow	X

Exh. F-3


	Function	Servicer	Special Servicer
(f)	Determine need for and recommend payment of taxes on loans with delinquent taxes and insufficient escrows.	X
(g)	Review recommendation to pay delinquent taxes and issue approval to pay delinquent taxes and insufficient escrows.	X
(h)	Coordinate tax payment on loans with delinquent taxes and insufficient escrows.	X
(i)	Disburse property tax advances	X
(j)	Preparation of delinquent tax status reports	X
(k)	Prepare escrow analysis annually at a minimum or as required to meet payment needs	X
8	Reserve Administration
(a)	Collect and deposit reserves from borrower in accordance with loan documents	X
(b)	Compile reserve draw package/analysis, to include list of deficiencies, current reserve balances, relevant release provisions from loan documents and any additional information necessary for determining release	X
(c)	Monitor minimum reserve balance and replenishment requirements. Notify Servicer if replenishment is required.		X
(d)	Review and approve reserve draw package/analysis		X
(e)	Approve reserve disbursement processing with appropriate draw support	X
(f)	Record/post reserve disbursements in loan servicing system	X
(g)	Disburse funds from appropriate reserve bank accounts (via check or wire)	X
(h)	Advise borrower of release decisions (i.e. full or partial denials)	X
(i)	Maintain copies of documentation regarding approved and disbursed reserve draws	X
9	Construction Loan Advance/Draw Requests
(a)	Borrower contact and data gathering	X
(b)	Review incoming request package for completion (signed, notarized, appropriate back-up, lien waivers, etc.)	X
(c)	Request a property and cost analysis review from approved inspection firm		X*

Exh. F-4


	Function	Servicer	Special Servicer
(d)	Review inspection report findings for cost over-runs, change orders, verify stored materials are adequately secured on or off-site, insurance and appropriate documentation has been received	X	X
(e)	Confirm adherence to construction budget and completion timelines2	X	X
(f)	Verify taxes and evidence of insurance are current and in place	X
(g)	Provide Special Servicer/Collateral Manager with agreed upon funding recommendation package for approval	X
(h)	If syndicated or participated, provide co-lenders with approved funding package and notification of funding date	X
(i)	Order title continuation and obtain updated title endorsements to current funding amounts up to the aggregate outstanding balance	X
(j)	Deliver Servicer’s Recommendation to Special Servicer/Collateral Manager	X
(k)	Approve Funding		X*
(l)	Coordinate funding to borrower including any communication with future funding participation holders if applicable. Notify Servicer when draw has funded.		X*
(m)	If syndicated/participated, aggregate funding amounts in predetermined account for distribution to borrower		X*
(n)	Document and track funding within servicing system	X
10	ARM Administration
(a)	Perform ARM payment adjustments & coordinate borrower notices	X
(b)	Tracking indexes	X
(c)	Administer lender option interest rate changes	X
11	Collateral Services
	UCC’s
(a)	Maintain tickler system for UCC filing due dates	X
(b)	Prepare and file UCC continuations and terminations, coordinate Investor execution, if necessary	X

2 With respect to the task listed in 9(e), the Servicer and Special Servicer have a joint obligation to effectuate such task.

Exh. F-5


	Function	Servicer	Special Servicer
	Payment of recording fees for UCC renewal filings, reimbursement to be included in Investor billing	X
(c)	Preparation of UCC status reports	X
	Letters of Credit
(d)	Retain original letter of credit and provide a copy to KeyBank (if held external to KeyBank)	X
(e)	Review terms of letter of credit to ensure compliance with loan documents	X
(f)	Letter of credit administration, including setting up in loan servicing system and monitoring	X
(g)	Notify Investor of expiring letter of credit	X
(h)	Notify borrower of expiring letter of credit	X
(i)	Coordinate letter of credit release and renewals and coordinate with borrower, servicer, Investor and issuer, as necessary	X
(j)	Release or draw on letter of credit, in accordance with loan documents	X
12	Borrower/Loan Inquiries
	Borrower Initiated Special Requests3
(a)	Borrower contact and gathering of required documents/data4	X	X
(b)	Underwriting and preparation of case memorandum		X
(c)	Approval of transaction		X*
(d)	Closing document preparation/finalization/ recording		X
(e)	Image closing documents upon receipt from the Special Servicer	X
(f)	Update loan servicing system upon receipt of documentation from the Special Servicer	X
	Other Special Requests
(g)	Response to casualty and condemnation issues		X*
13	Collateral Surveillance
	Financial Statements and Rent Rolls
(a)	Maintain monitoring system for collection of financial statements and rent rolls	X

3Borrower Initiated Requests include many of the following types of transactions: (i) Assumptions; (ii) Due on Sale/Transfer of Ownership; (iii) Modifications; (iv) Extensions; (v) Waivers; (vi) Consents; (vii) Lease / SNDA approval; (viii) Property Management Change; (ix) Release of Collateral; (x) Easement; (xi) Condemnation; and (xii) Insurance Claims.

4 With respect to the task listed in 12(a), the Servicer and Special Servicer have a joint obligation to effectuate such task.

Exh. F-6


	Function	Servicer	Special Servicer
(b)	Contact borrower requesting financial information, rent rolls and property analytics as required under loan documents	X
(c)	Review and spread financial statements and rent rolls as required in the Servicing Agreement (CREFC unless otherwise required)	X
(d)	Monitor and review triggers associated with the loan, per the loan documents including but not limited to DSCR and Debt Yield tests, occupancy and tenant triggers, stabilization thresholds, guarantor net worth and liquidity thresholds, and any other covenants in the loan documents		X
(e)	Obtain annual budgets from borrowers and make available on Servicer’s website	X
(f)	Analyze and approval annual budgets		X
	Property Inspections
(g)	Maintain monitoring system for inspection due dates	X
(h)	Perform inspections	X
(i)	Review and approve inspections reports	X
(j)	Update system with inspection results	X
(k)	Image inspection reports	X
(n)	Follow-up on deferred maintenance items	X
14	Loan Payoffs
(a)	Prepare payoff including prepayments and prepayment fee according to loan documents	X
(b)	Review and/or approve payoff calculations including prepayments and prepayment fee5	X
(c)	Refer all payoff and curtailment requests for loans closed to prepayment to Investor6	X
(d)	Review, negotiate and approve prepayment penalty waivers7	X	X
(e)	Forward approved payoff quote to borrower		X
(f)	Process payoff/direct application of funds	X
15	IRS Reporting

5 With respect to the task listed in 14(b), the Servicer and Special Servicer have a joint obligation to effectuate such task with the Servicer to prepare and the Special Servicer to approve.

6 With respect to the task listed in 14(c), the Servicer and Special Servicer have a joint obligation to effectuate such task with the Servicer to prepare and the Special Servicer to approve.

7 With respect to the task listed in 14(d), the Servicer and Special Servicer have a joint obligation to effectuate such task with the Servicer to prepare and the Special Servicer to approve.

Exh. F-7


	Function	Servicer	Special Servicer
(a)	Preparation of IRS reporting (1098’s and 1099’s or other tax reporting requirements)	X
(b)	Delivery of IRS reporting to borrowers and IRS	X
16	Records Management/ Releases – Asset files
(a)	Servicing file management	X
(b)	Determination regarding release of loan collateral pursuant to loan documents or borrower request	X
(c)	Prepare and forward release documents for execution, at Investors direction	X
(d)	Forward release documentation to borrower for recordation or send to appropriate authorities for recordation	X
(e)	Image all loan documents, related correspondence and subsequent loan information (e.g. property inspections, financial statements, rent rolls, etc.)	X
17	Asset Management
	Delinquent Payments
(a)	Delinquent Payment Collections	X
	Default administration
(b)	Interest/penalty calculations	X
(c)	Interest/penalty calculations approval		X*
	Notices
(d)	Deliver balloon payment notices to borrower	X
(e)	Deliver maturity notices to borrower	X

Exh. F-8

Exhibit 31.1

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hubert J. Crouch, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Invesco Commercial Real Estate Finance Trust, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 8, 2025
						/s/ Hubert J. Crouch
						Hubert J. Crouch
						Chief Executive Officer
						(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Courtney Popelka, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Invesco Commercial Real Estate Finance Trust, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 8, 2025
						/s/ Courtney Popelka
						Courtney Popelka
						Chief Financial Officer and Treasurer
						(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hubert J. Crouch, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Hubert J. Crouch
Hubert J. Crouch
Chief Executive Officer
(Principal Executive Officer)
August 8, 2025

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Courtney Popelka, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Courtney Popelka
Courtney Popelka
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
August 8, 2025

v3.25.2

Cover - shares
6 Months Ended

Jun. 30, 2025

Aug. 04, 2025

Document Information [Line Items]

Document Type 10-Q

Document Quarterly Report true

Document Period End Date Jun. 30, 2025

Document Transition Report false

Entity File Number 000-56564

Entity Registrant Name Invesco Commercial Real Estate Finance Trust, Inc.

Entity Incorporation, State or Country Code MD

Entity Tax Identification Number 92-1080856

Entity Address, Address Line One 2300 N Field Street

Entity Address, Address Line Two Suite 1200

Entity Address, City or Town Dallas

Entity Address, State or Province TX

Entity Address, Postal Zip Code 75201

City Area Code 972

Local Phone Number 715-7400

Entity Current Reporting Status Yes

Entity Interactive Data Current Yes

Entity Filer Category Non-accelerated Filer

Entity Small Business true

Entity Emerging Growth Company true

Entity Ex Transition Period true

Entity Shell Company false

Entity Central Index Key 0001976927

Current Fiscal Year End Date --12-31

Document Fiscal Year Focus 2025

Document Fiscal Period Focus Q2

Amendment Flag false

Class S Common Stock

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 1,374,472

Class S-1 Common Stock

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 16,110,555

Class D Common Stock

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 1,208,198

Class I Common Stock

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 7,477,399

Class E Common Stock

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 1,576,616

Class F Common Stock

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 8,590,042

v3.25.2

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Net Interest Income

Other interest income $ 1,059 $ 587 $ 2,034 $ 828

Interest expense (37,323) (13,843) (68,620) (24,249)

Net interest income 19,007 7,159 35,526 12,134

Other Income (Expense)

Unrealized gain (loss) on secured financing facilities, net (20,681) (199) (29,155) (922)

Gain (loss) on derivative instruments, net (5,362) 0 (7,542) 0

Gain (loss) on foreign currency transactions, net (117) 0 (108) 0

Commitment fee income, net of related party expense of $3,246, $5,365, $2,120 and $3,518 for the three and six months ended June 30, 2025 and 2024, respectively 3,459 2,120 5,578 3,518

Other income 290 249 579 350

Total other income (expense), net (1,130) 2,455 3,313 4,149

Expenses

Management and performance fees - related party 1,838 952 3,668 1,302

Debt issuance and other financing costs related to borrowings, at fair value 5,478 3,221 10,394 3,690

Organizational costs 0 14 2 19

General and administrative 2,274 1,800 4,824 2,958

Total expenses 9,590 5,987 18,888 7,969

Net income (loss) 8,287 3,627 19,951 8,314

Dividends to preferred stockholders 0 (7) (2) (14)

Issuance and redemption costs of redeemed preferred stock 0 0 (27) 0

Net income (loss) attributable to common stockholders, basic 8,287 3,620 19,922 8,300

Net income (loss) attributable to common stockholders, diluted 8,287 3,620 19,922 8,300

Currency translation adjustment 123 0 149 0

Comprehensive income (loss) 8,410 3,627 20,100 8,314

Issuance and redemption costs of redeemed preferred stock 0 0 (27) 0

Comprehensive income (loss) attributable to common stockholders $ 8,410 $ 3,620 $ 20,071 $ 8,300

Earnings (loss) per share:

Basic (in dollars per share) $ 0.26 $ 0.34 $ 0.68 $ 0.93

Diluted (in dollars per share) $ 0.26 $ 0.34 $ 0.68 $ 0.93

Weighted average number of shares of common stock

Basic (in shares) 31,307,099 10,729,623 29,281,449 8,956,409

Diluted (in shares) 31,307,126 10,729,651 29,281,501 8,956,715

Commercial Real Estate Loan Investments

Net Interest Income

Interest income $ 55,221 $ 20,415 $ 102,062 $ 35,555

Other Income (Expense)

Unrealized gain (loss) on loans, net 26,414 285 39,094 1,203

Real Estate-Related Securities

Net Interest Income

Interest income 50 0 50 0

Other Income (Expense)

Unrealized gain (loss) on loans, net 20 0 20 0

Collateralized loan obligations

Net Interest Income

Interest expense (9,800)

Other Income (Expense)

Unrealized gain (loss) on loans, net $ (5,153) $ 0 $ (5,153) $ 0

v3.25.2

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Related Party

Commitment and other fee expense $ 3,246 $ 2,120 $ 5,365 $ 3,518

v3.25.2

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Cash flows from operating activities:

Net income (loss) $ 19,951 $ 8,314

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Unrealized (gain) loss on secured financing facilities, net 29,155 922

(Gain) loss on derivative instruments, net 7,542 0

Debt issuance costs 8,732 2,090

Amortization of equity based compensation and other 300 37

Change in operating assets and liabilities:

Increase in operating assets (3,441) (1,763)

(Increase) decrease in due from affiliates 0 (675)

(Decrease) increase in operating liabilities (392) 2,341

(Decrease) increase in due to affiliate 2,836 8,463

Net cash provided by operating activities 30,722 18,526

Cash flows from investing activities:

Principal payments on real estate-related securities 51 0

Settlement of foreign currency forward contracts, net 113 0

Net cash used in investing activities (1,129,789) (506,304)

Cash flows from financing activities:

Proceeds from revolving credit facility 135,000 192,000

Repayment of revolving credit facility (135,000) (196,000)

Proceeds from secured financing facilities 822,048 439,447

Repayment of secured financing facilities (878,561) (48,476)

Proceeds from issuance of collateralized loan obligations 995,738 0

Proceeds from issuance of common stock, net of offering costs 212,363 194,465

Repurchase of common stock (3,023) 0

Repurchase of redeemable common stock (30,148) (100,000)

Redemption of preferred stock (232) 0

Proceeds from subscriptions paid in advance 22,776 9,927

Cash paid for debt issuance costs (8,263) (1,326)

Payments of dividends (9,788) (11,704)

Net cash provided by financing activities 1,122,910 478,333

Effect of exchange rate changes on cash, cash equivalents and restricted cash 40 0

Net change in cash, cash equivalents and restricted cash 23,883 (9,445)

Cash, cash equivalents and restricted cash, beginning of period 100,034 25,541

Cash, cash equivalents and restricted cash, end of period 123,917 16,096

Supplemental disclosures:

Interest paid 67,875 23,464

Non-cash investing and financing activities:

Dividends and distributions declared not paid 5,033 1,599

Common stock distribution reinvestment 16,238 3,409

Issuance of redeemable common stock for payment of management and performance fees 3,876 145

Deferred offering costs due to affiliate 0 (78)

Offering costs due to affiliates 7,671 3,352

Debt issuance costs due to affiliate 0 685

Adjustment to carrying value of redeemable common stock 105 175

Accrued common stock repurchases 184 29

Commercial Real Estate Loan Investments

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Unrealized (gain) loss (39,094) (1,203)

Cash flows from investing activities:

Originations, funding, and purchases of assets at fair value (1,120,159) (506,304)

Real Estate-Related Securities

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Unrealized (gain) loss (20) 0

Cash flows from investing activities:

Originations, funding, and purchases of assets at fair value (9,794) 0

Collateralized loan obligations

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Unrealized (gain) loss $ 5,153 $ 0

v3.25.2

Organization and Business Purpose
6 Months Ended

Jun. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Purpose Organization and Business Purpose
Invesco Commercial Real Estate Finance Trust, Inc. (the “Company” or “we”) is a Maryland corporation incorporated in October 2022. Our primary investment strategy is to originate, acquire and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate. We commenced investing activities in May 2023. We own substantially all of our assets through Invesco Commercial Real Estate Finance Investments, L.P. (the “Operating Partnership”), a wholly-owned subsidiary. We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm.

We qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023. We have one operating segment. We operate our business in a manner that permits our exclusion from the definition of an “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
We are structured as a perpetual-life REIT and are engaging in a continuous, unlimited private placement offering of our common stock to “accredited investors” (as defined by Rule 501 promulgated pursuant to the Securities Act) (the “Continuous Offering”) under exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws. The Class S, Class S-1, Class D, Class D-1, Class I, and Class E shares sold in our Continuous Offering have different upfront selling commissions, ongoing stockholder servicing fees, management fees and performance fees.

v3.25.2

Summary of Significant Accounting Policies
6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
Certain disclosures included in our Annual Report on Form 10-K are not required to be included on an interim basis in our quarterly reports on Form 10-Q. We have condensed or omitted these disclosures. Therefore, this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.
Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and consolidate the financial statements of the Company and its controlled subsidiaries. In determining whether we have a controlling financial interest in a partially owned entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have both the power to direct the most significant activities impacting the economic performance of the VIE and the obligation to absorb losses or receive benefits significant to the VIE. See additional information on our VIEs in Note 6— “Collateralized Loan Obligations.” All significant intercompany transactions, balances, revenues and expenses are eliminated in consolidation. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of our financial condition and results of operations for the periods presented.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Examples of estimates may include, but are not limited to, estimates of the fair values of financial instruments and estimated payment periods for certain stockholder servicing fee liabilities. Actual results may differ from those estimates.
Significant Accounting Policies
With the exception of the below, there have been no changes to our accounting policies included in Note 2 to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024.
Cash and Cash Equivalents
We consider all highly liquid investments that have original or remaining maturity dates of three months or less when purchased to be cash equivalents. Certain cash balances may be held in brokerage accounts that also hold our securities investments and may be swept into money market funds that meet the criteria for classification as cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value due to the highly liquid and short-term nature of these instruments. We may have cash balances in excess of federally insured amounts. We mitigate our risk of loss by maintaining cash deposits with high credit-quality institutions and by actively monitoring the credit risk of our counterparties.
Income Taxes
We elect to treat certain of our corporate subsidiaries as taxable REIT subsidiaries (“TRS”) which are subject to federal, state and local corporate income tax, as applicable. TRSs hold investments in assets, income streams, operating companies and associated expenses that produce non-qualifying items for purposes of REIT testing. Current income tax expense is recorded within other income (expense) on our condensed consolidated statements of comprehensive income. Deferred tax assets, and any valuation allowances, or deferred tax liabilities are recorded within other assets or other liabilities, as applicable, on our condensed consolidated balance sheets. For both the three and six months ended June 30, 2025, tax expense and related balances were not material.
Fair Value Measurement
We have elected the fair value option for our commercial real estate loan investments, real estate-related securities, secured lending and term lending agreements (collectively, our secured financing facilities), our revolving credit facility, and our collateralized loan obligations (“CLO”). The Company believes the fair value option will provide its financial statements users with reduced complexity, greater consistency, understandability and comparability.
In the month that we originate or acquire a loan, we value our commercial real estate loan investments at fair value, which approximates par. Thereafter, an independent valuation advisor values our commercial loan investments monthly using a discounted cash flow analysis. The yield used in the discounted cash flow analysis is determined by comparing the features of the loan to the interest rates and terms required by lenders in the new loan origination market for similar loans and the yield required by investors acquiring similar loans in the secondary market as well as a comparison of current market and collateral conditions to those present at origination or acquisition. The Company elected to apply the measurement alternative for consolidated collateralized financing entities with respect to its managed CLO. Accordingly, commercial real estate loans and loan participations that are collateral assets within the consolidated CLO are measured using the fair value of the more observable CLO notes as an indicator of the fair value of the CLO assets as a whole.
In determining the fair value of a particular real estate-related security, we use pricing service providers, who may may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate-related securities generally consider the attributes applicable to a particular class of the security (e.g., credit rating or seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available.
In the month that we enter into a borrowing arrangement, we value our revolving credit facility and secured financing facilities at fair value, which approximates par. Thereafter, an independent valuation advisor values our revolving credit facility and secured financing facilities monthly. The independent valuation advisor calculates the fair value of the revolving credit facility based on a determination of the price that would be paid by another market participant to assume the lender’s position in the transaction. The fair value of secured financing facilities is calculated using a discounted cash flow analysis where the remaining debt service cash flow, based on the contractual economics stated in the loan agreement, is valued using a market interest rate which reflects an estimate for how a lender would price an equivalent loan for the remaining term. Additionally, we consider current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The market rate of interest is adjusted to reflect our own credit risk for recourse borrowings.

We generally determine the fair value of the collateralized loan obligations by utilizing third party pricing services and broker-dealer quotations. We conduct an ongoing evaluation of their valuation methodologies and processes and review the individual valuations themselves. Our review consists of consideration of a variety of factors, including market transaction information for the particular bond, market transaction information for similar bonds, the bond’s ratings and the bond’s subordination levels.
Our currency forward contracts are valued by an independent pricing service based on contractual cash flows and quoted foreign currency rates available in an active market. When determining the fair value of our forward currency contracts as of each measurement date, we consider the effect of counterparty nonperformance risk as a part of the valuation process and include a credit risk adjustment where appropriate.
Real Estate-Related Securities
We invest in debt securities of real estate companies. We have elected the fair value option for accounting for investments in debt securities. We record changes in fair value of debt securities as unrealized gain (loss) from real estate-related securities and interest income on debt securities as interest income in our condensed consolidated statements of comprehensive income.
Collateralized Loan Obligations
The Company financed a pool of loans and loan participations from its existing loan portfolio through a managed CLO, INCREF 2025-FL1 (“INCREF 2025-FL1” or the “CLO”). The Company consolidates the CLO because it determined that the CLO issuer is a VIE and that the Company is the primary beneficiary of such VIE. The collateral assets of the CLO include the pool of loans and loan participations, which are included on the condensed consolidated balance sheets at June 30, 2025 as commercial real estate loan investments, at fair value. The notes issued by the consolidated CLO are included on the Company’s condensed consolidated balance sheets as collateralized loan obligations, at fair value. Collateralized loan obligations consist solely of obligations held by third party rated note holders and exclude the retained tranches held by the Company, which are eliminated in consolidation of the CLO. The interest income from the CLO’s collateral assets and interest expense on the CLO notes are presented on a gross basis within interest income and Interest expense, respectively, in the condensed consolidated statements of comprehensive income. Because we elected the fair value option for our collateralized loan obligations, we record any changes in their fair values as unrealized gain (loss) on collateralized loan obligations, net in our condensed consolidated statements of comprehensive income.

v3.25.2

Commercial Real Estate Loan Investments
6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Commercial Real Estate Loan Investments Commercial Real Estate Loan Investments
The table below summarizes our investments in commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands
Loan Type
Loan Amount(1)
Principal Balance Outstanding Fair Value
Weighted Average Interest Rate(2)
Weighted Average Life (years)(3)
June 30, 2025
Senior loans(4)
$ 3,821,789 $ 3,525,717 $ 3,529,233 7.10 % 3.97
Mezzanine loans 30,000 21,145 21,145 12.07 % 4.34
Total $ 3,851,789 $ 3,546,862 $ 3,550,378 7.13 % 3.97
December 31, 2024
Senior loans(4)
$ 2,658,628 $ 2,385,124 $ 2,385,840 7.37 % 4.26
Mezzanine loans 30,000 5,238 5,238 12.23 % 4.84
Total $ 2,688,628 $ 2,390,362 $ 2,391,078 7.38 % 4.27
(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)Domestic loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. Euro denominated loans earn interest at three-month Euro Interbank Offered Rate (“Euribor”) plus a spread. Our loan denominated in British pound sterling earns interest at three-month Sterling Overnight Index Average (“SONIA”) plus a spread.
(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.
(4)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and accommodation mezzanine loans in connection with the senior mortgage financing.
The tables below detail the property type and geographic location of the properties securing our commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Property Type Fair Value Percentage Fair Value Percentage
Multifamily $ 1,424,815 40.1 % $ 1,252,147 52.4 %
Industrial 1,682,829 47.4 % 1,042,720 43.6 %
Self-storage 121,290 3.4 % 96,211 4.0 %
Student housing 321,444 9.1 % — — %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
$ in thousands June 30, 2025 December 31, 2024
Geographic Location Fair Value Percentage Fair Value Percentage
United States:
West $ 936,346 26.4 % $ 738,754 30.7 %
South 743,486 20.9 % 520,733 21.8 %
East 826,998 23.3 % 688,518 28.8 %
Midwest 37,438 1.1 % 30,331 1.3 %
Various U.S.(1)
471,762 13.3 % 128,334 5.4 %
Total $ 3,016,030 85.0 % $ 2,106,670 88.0 %
Non-US:
Europe(2)
$ 203,595 5.7 % $ 180,178 7.6 %
United Kingdom(3)
330,753 9.3 % 104,230 4.4 %
Total $ 534,348 15.0 % $ 284,408 12.0 %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
(1) Various U.S. includes self-storage and industrial portfolios with multiple locations throughout the United States.
(2) Our European loans that are collateralized by industrial commercial real estate in France and Spain are denominated in Euros and have a fair value of €81.8 million and €91.6 million, respectively, as of June 30, 2025.
(3) Our European loans that are collateralized by industrial commercial real estate in the United Kingdom are denominated in British pound sterling and have a fair value of £241.2 million as of June 30, 2025.
The weighted average loan-to-value ratio, a metric utilized in the fair value measurement of our commercial real estate loan investments, for our loan investments at June 30, 2025 was approximately 66% based on the loan principal amount and the independent property appraisals.
Real Estate-Related Securities
The following table summarizes our real estate-related securities as of June 30, 2025:
In thousands Principal Balance Unamortized Premium (Discount) Amortized Cost Unrealized Gain (Loss), Net Fair Value Period-end Weighted Average Yield Weighted-Average Maturity Date
Non-agency CMBS $ 9,814 $ (71) $ 9,743 $ 20 $ 9,763 6.22 % August 2037
We did not hold real estate-related securities at December 31, 2024.

v3.25.2

Real Estate-Related Securities
6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Real Estate-Related Securities Commercial Real Estate Loan Investments
The table below summarizes our investments in commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands
Loan Type
Loan Amount(1)
Principal Balance Outstanding Fair Value
Weighted Average Interest Rate(2)
Weighted Average Life (years)(3)
June 30, 2025
Senior loans(4)
$ 3,821,789 $ 3,525,717 $ 3,529,233 7.10 % 3.97
Mezzanine loans 30,000 21,145 21,145 12.07 % 4.34
Total $ 3,851,789 $ 3,546,862 $ 3,550,378 7.13 % 3.97
December 31, 2024
Senior loans(4)
$ 2,658,628 $ 2,385,124 $ 2,385,840 7.37 % 4.26
Mezzanine loans 30,000 5,238 5,238 12.23 % 4.84
Total $ 2,688,628 $ 2,390,362 $ 2,391,078 7.38 % 4.27
(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)Domestic loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. Euro denominated loans earn interest at three-month Euro Interbank Offered Rate (“Euribor”) plus a spread. Our loan denominated in British pound sterling earns interest at three-month Sterling Overnight Index Average (“SONIA”) plus a spread.
(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.
(4)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and accommodation mezzanine loans in connection with the senior mortgage financing.
The tables below detail the property type and geographic location of the properties securing our commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Property Type Fair Value Percentage Fair Value Percentage
Multifamily $ 1,424,815 40.1 % $ 1,252,147 52.4 %
Industrial 1,682,829 47.4 % 1,042,720 43.6 %
Self-storage 121,290 3.4 % 96,211 4.0 %
Student housing 321,444 9.1 % — — %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
$ in thousands June 30, 2025 December 31, 2024
Geographic Location Fair Value Percentage Fair Value Percentage
United States:
West $ 936,346 26.4 % $ 738,754 30.7 %
South 743,486 20.9 % 520,733 21.8 %
East 826,998 23.3 % 688,518 28.8 %
Midwest 37,438 1.1 % 30,331 1.3 %
Various U.S.(1)
471,762 13.3 % 128,334 5.4 %
Total $ 3,016,030 85.0 % $ 2,106,670 88.0 %
Non-US:
Europe(2)
$ 203,595 5.7 % $ 180,178 7.6 %
United Kingdom(3)
330,753 9.3 % 104,230 4.4 %
Total $ 534,348 15.0 % $ 284,408 12.0 %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
(1) Various U.S. includes self-storage and industrial portfolios with multiple locations throughout the United States.
(2) Our European loans that are collateralized by industrial commercial real estate in France and Spain are denominated in Euros and have a fair value of €81.8 million and €91.6 million, respectively, as of June 30, 2025.
(3) Our European loans that are collateralized by industrial commercial real estate in the United Kingdom are denominated in British pound sterling and have a fair value of £241.2 million as of June 30, 2025.
The weighted average loan-to-value ratio, a metric utilized in the fair value measurement of our commercial real estate loan investments, for our loan investments at June 30, 2025 was approximately 66% based on the loan principal amount and the independent property appraisals.
Real Estate-Related Securities
The following table summarizes our real estate-related securities as of June 30, 2025:
In thousands Principal Balance Unamortized Premium (Discount) Amortized Cost Unrealized Gain (Loss), Net Fair Value Period-end Weighted Average Yield Weighted-Average Maturity Date
Non-agency CMBS $ 9,814 $ (71) $ 9,743 $ 20 $ 9,763 6.22 % August 2037
We did not hold real estate-related securities at December 31, 2024.

v3.25.2

Borrowings
6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Borrowings Borrowings
The table below summarizes our borrowing arrangements as of June 30, 2025 and December 31, 2024. Our borrowing arrangements include secured lending and term lending agreements (collectively, our “secured financing facilities”) and a revolving credit facility.
June 30, 2025 December 31, 2024
$ in thousands Current Maturity
Extension Options(1)
Weighted Average Interest Rate(2)
Maximum Facility Size Available Capacity Amount Outstanding Fair Value Amount Outstanding Fair Value
Term Lending Agreement
INCREF Lending II Match-term Match-term 6.59% $ 300,000 $ 152,327 $ 147,673 $ 147,732 $ 134,518 $ 134,518
Secured Lending Agreements
Term Financing
INCREF Lending I Oct 2026 Oct 2029 6.32% 837,517 107,475 730,042 730,203 722,672 722,796
Repurchase Agreements
Morgan Stanley Bank(3)
May 2026 May 2027 5.85% 500,000 169,124 330,876 330,880 342,009 342,079
Citibank Sep 2026 Sep 2028 5.54% 500,000 72,836 427,164 427,486 276,323 276,653
Barclays(3)
Apr 2027 Apr 2029 500,000 500,000 — — 199,305 199,326
Wells Fargo May 2026 May 2029 6.02% 300,000 195,548 104,452 104,477 179,462 179,496
Bank of Montreal(3)
Jul 2025 Jul 2028 25,000 25,000 — — — —
Capital One(3)
Feb 2027 Feb 2030 5.81% 250,000 163,359 86,641 86,732 N/A N/A
Total secured financing facilities $ 3,212,517 $ 1,385,669 $ 1,826,848 $ 1,827,510 $ 1,854,289 $ 1,854,868
Revolving Credit Facility(4)
7.20% $ 162,000 $ 162,000 $ — $ — $ — $ —
(1)    Assumes all available extension options are exercised.
(2)    Represents the weighted average interest rate in effect as of June 30, 2025.
(3)    Certain extension options for these facilities are subject to lender approval and compliance with certain financial and administrative covenants.
(4)    Maturity date is aligned with the Company’s ability to call remaining outstanding capital committed under the Invesco Subscription Agreement, as further explained below.
Borrowings denominated in U.S. dollars under our secured financing facilities and revolving credit facility bear interest at one-month Term SOFR plus a spread. Euro denominated borrowings bear interest at three-month Euribor plus a spread, and our British pound sterling denominated borrowings bear interest at three-month SONIA plus a spread. Our secured financing facilities are subject to certain non-financial and financial covenants, including liquidity, tangible net worth and leverage covenants. We were in compliance with these covenants as of June 30, 2025.

Term Lending Agreement
In August 2024, we entered into a $300.0 million Facility Loan Program and Security Agreement with a financial institution (“INCREF Lending II”) that provides asset-based financing on a non-mark-to-market basis with partial recourse to the Company and match-term to the underlying loans.
We have pledged certain commercial real estate loan investments with a fair value of approximately $190.3 million as collateral for INCREF Lending II. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our term lending agreement counterparty has the right to resell or repledge the collateral posted but has the obligation to return the pledged collateral upon maturity of the term lending agreement.
Secured Lending Agreements
In July 2024, we entered into a $837.5 million Master Repurchase Agreement with a financial institution (“INCREF Lending I”) that provides asset-based financing with partial recourse to the Company and does not provide the lender with margin call rights. The term of the facility matches the term of the underlying collateral up to two years and is subject to three additional one-year extension options that we may exercise upon satisfaction of certain customary conditions and thresholds. We have pledged certain commercial real estate loan investments with a fair value of approximately $919.0 million as collateral for INCREF Lending I.
We have also entered into traditional repurchase agreements with six financial institutions, as detailed in the table above. We have pledged certain commercial real estate loan investments with a fair value of approximately $1.2 billion as collateral for these agreements. Certain borrowings under our Citibank repurchase agreement are collateralized by European commercial real estate loans. The borrowings are denominated in Euros and British pound sterling and have a fair value of €138.7 million and £192.9 million, respectively, as of June 30, 2025. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our repurchase agreement counterparties have the right to resell or repledge the collateral posted but have the obligation to return the pledged collateral upon maturity of the repurchase agreement.

We were not required to post any margin under our master repurchase agreements as of June 30, 2025 and December 31, 2024. A margin deficiency may generally result from either a decline in the underlying loan’s market value or a shortfall in operating performance of the property. We may finance multiple commercial loan investments under a repurchase agreement; therefore, a margin excess in one asset could help mitigate a margin deficiency in another asset under the same repurchase agreement. We intend to maintain a level of liquidity that will enable us to meet margin calls. Master repurchase agreements are recourse obligations.
Counterparty Exposure

We have pledged certain commercial real estate loan investments as collateral for our secured financing facilities. If a secured financing counterparty were to default on its obligation to return the collateral, we would be exposed to potential losses to the extent the fair value of the collateral that we have pledged to the counterparty exceeded the amount loaned to us plus interest due to the counterparty. The following table summarizes our net exposure with those counterparties where the amount at risk exceeded 10.0% of stockholders’ equity as of June 30, 2025 and December 31, 2024.
$ in thousands Outstanding Principal Net Counterparty Exposure
Weighted Average Life (Years)(1)
June 30, 2025
Morgan Stanley Bank $ 330,876 $ 90,630 1.90
Citibank 1,157,206 296,130 3.91
Total $ 1,488,082 $ 386,760 3.46
December 31, 2024
Morgan Stanley Bank $ 342,009 $ 101,931 2.40
Citibank 998,995 260,459 4.51
Barclays 199,305 51,591 4.32
Wells Fargo 179,462 48,058 4.39
Total $ 1,719,771 $ 462,039 4.05
(1) Assumes all extension options are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.

The following table shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of June 30, 2025:
$ in thousands
Secured Lending Agreements(1)
Term Lending Agreement(1)
Total
Year
2025 (remaining) $ — $ — $ —
2026 — — —
2027 330,876 — 330,876
2028 427,164 — 427,164
2029 834,494 126,836 961,330
2030 86,641 20,837 107,478
Thereafter — — —
Total $ 1,679,175 $ 147,673 $ 1,826,848
(1) Assumes all extension options are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.
Revolving Credit Facility
Our revolving credit facility is secured by uncalled capital subscriptions under the terms of the Invesco Subscription Agreement, as described in Note 11 - “Redeemable Common Stock - Related Party”. Borrowings under the facility bear interest at one-month Term SOFR or the prime rate plus a spread. The revolving credit facility allows for the ability to obtain tranches of term financing in addition to general borrowings under an Uncommitted Tranche (as defined in the credit agreement). The Uncommitted Tranche is due on demand (15 business days after notice); any Funded Tranche (as defined in the credit agreement) is due no later than (a) three years from issuance or (b) 360 days after notice; and all amounts outstanding under the facility are due 30 days prior to the last date on which capital calls may be issued. The facility is prepayable without penalty.
Our revolving credit facility is subject to certain affirmative and negative non-financial and financial covenants, including a limitation on indebtedness. We were in compliance with these covenants as of June 30, 2025.

v3.25.2

Collateralized Loan Obligations
6 Months Ended

Jun. 30, 2025

Transfers and Servicing [Abstract]

Collateralized Loan Obligations Collateralized Loan Obligations
The table below summarizes our collateralized loan obligations as of June 30, 2025.
Facility Collateral
$ in thousands Term
Weighted Average Interest Rate(1)
Amount Outstanding Fair Value Count Principal Balance Outstanding Fair Value
INCREF 2025-FL1 Oct 2042 6.27% $ 998,234 $ 1,001,129 30 $ 1,217,359 $ 1,220,104
Total $ 998,234 $ 1,001,129 30 $ 1,217,359 $ 1,220,104
(1) Represents the weighted average interest rate in effect as of June 30, 2025.
On May 7, 2025, the Company financed a pool of loans and loan participations from its existing loan portfolio through INCREF 2025-FL1, contributing $1.2 billion of commercial real estate loan investments into the CLO and issuing $1.2 billion of notes. The Company retained $219 million of the CLO. The rated notes bear interest at Term SOFR plus a spread. The CLO provides the Company with match-term financing on a non-mark-to-market and non-recourse basis. The Company received $995.7 million in proceeds from the transaction. The third-party notes were issued at a discount of $2.5 million which was recorded as an unrealized loss of $2.5 million within unrealized gain (loss) on loans, net in the condensed consolidated statement of comprehensive income for the three months ended June 30, 2025.

INCREF 2025-FL1 is a VIE primarily because the unrelated investors do not have substantive voting or participating rights. To assess whether the Company has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, the Company considered, among other factors, its role in establishing the VIE and its ongoing rights and responsibilities. We determined that we are the primary beneficiary as (1) we have the power to direct activities of the VIE that most significantly impact the VIE’s economic performance, and (2) through our retained interests, we have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers its variable interests, as well as any variable interests of its related parties in making this determination. The majority of the operations of the VIE are funded with cash flows generated from the loans within the VIE. Assets held by the VIE can be used only to settle obligations of the VIE. The liabilities of the VIE are non-recourse to us and can only be satisfied from the assets of the VIE. We are not obligated to provide, have not provided, and do not intend to provide material financial support to the consolidated VIE.

The consolidation of the VIE results in an increase in our gross assets, liabilities, revenues and expenses, however the impact to our stockholders’ equity and net income are equivalent to our net retained economic interests in the VIE. During three and six months ended June 30, 2025, we recorded $9.8 million of interest expense related to the CLO. The following table details the assets and liabilities of our consolidated VIE:
$ in thousands June 30, 2025
Assets:
Restricted cash $ 150
Commercial real estate loan investments, at fair value 1,220,104
Interest receivable 3,918
Total assets $ 1,224,172
Liabilities:
Collateralized loan obligations, at fair value $ 1,001,129
Interest payable 2,086
Total liabilities $ 1,003,215

v3.25.2

Derivatives and Hedging Activities
6 Months Ended

Jun. 30, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities Derivatives and Hedging Activities
Currency Forward Contracts
Since we first originated loans outside the United States in September 2024, we enter into currency forward contracts to help mitigate the impact of changes in foreign currency exchange rates on our investments and financing transactions denominated in currencies other than the U.S. dollar. Despite being economic hedges, we have elected not to treat our foreign currency forwards as hedges for accounting purposes and, therefore, the realized and unrealized gains and losses associated with such instruments are included in gain (loss) on derivative instruments, net in our condensed consolidated statements of comprehensive income. Gain (loss) on foreign currency transactions, net reflects the net financial impact resulting from changes in exchange rates between the time we enter into foreign currency transactions and when they are settled.
The following table illustrates the unrealized foreign exchange impact recognized in the condensed consolidated statements of comprehensive income in the three and six months ended June 30, 2025, of our loans and secured financing arrangements as well as the offsetting gain (loss) on derivative instruments in the periods:
$ in thousands Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Unrealized foreign exchange gain (loss) on loans $ 25,479 $ 36,303
Unrealized foreign exchange gain (loss) on secured financing facilities (20,404) (29,073)
Gain (loss) on derivative instruments, net (5,362) (7,542)
Net impact of hedged foreign exchange $ (287) $ (312)
The following table summarizes changes in the notional amount of our currency forward contracts during the six months ended June 30, 2025:
Local Currency
In thousands Notional Amount as of December 31, 2024 Additions Settlement,
Termination,
Expiration
or Exercise Notional Amount as of June 30, 2025 Notional Amount as of June 30, 2025
Buy USD / Sell EUR Forward € 39,474 € — € (1,717) € 37,757 $ 42,876
Buy USD / Sell GBP Forward £ 19,417 £ 33,834 £ (989) £ 52,262 $ 70,372
The table below presents the fair value of our currency forward contracts, as well as their classification on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:
$ in thousands Fair Value as of
June 30, 2025 December 31, 2024
Derivative Assets $ — $ 4,064
Derivative Liabilities $ 3,590 $ —
The following table summarizes the effect of currency forward contracts reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025:
$ in thousands Three Months Ended June 30, 2025
Derivatives not designated as hedging instruments Realized gain (loss) on derivative instruments, net Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Currency Forward Contracts $ (4) $ (5,358) $ (5,362)

v3.25.2

Fair Value of Financial Instruments
6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments Fair Value of Financial Instruments
A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The three levels are defined as follows:
Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. We do not adjust the quoted price for these investments.
Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.
Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.
Valuation of Financial Instruments Measured at Fair Value
The following tables detail our financial instruments measured at fair value on a recurring basis:
June 30, 2025
Fair Value Measurements Using:
$ in thousands Level 1 Level 2 Level 3 Total at Fair Value
Assets:
Commercial real estate loan investments $ — $ 1,220,104 $ 2,330,274 $ 3,550,378
Real estate-related securities — 9,763 — 9,763
Total assets $ — $ 1,229,867 $ 2,330,274 $ 3,560,141
Liabilities:
Secured lending agreements $ — $ — $ 1,679,778 $ 1,679,778
Term lending agreements — — 147,732 147,732
Collateralized loan obligations — 1,001,129 — 1,001,129
Derivative liabilities — 3,590 — 3,590
Total liabilities $ — $ 1,004,719 $ 1,827,510 $ 2,832,229
December 31, 2024
Fair Value Measurements Using:
$ in thousands Level 1 Level 2 Level 3 Total at Fair Value
Assets:
Commercial real estate loan investments $ — $ — $ 2,391,078 $ 2,391,078
Derivative assets — 4,064 — 4,064
Total assets $ — $ 4,064 $ 2,391,078 $ 2,395,142
Liabilities:
Secured lending agreements $ — $ — $ 1,720,350 $ 1,720,350
Term lending agreements — — 134,518 134,518
Total liabilities $ — $ — $ 1,854,868 $ 1,854,868
Valuation of Commercial Real Estate Loan Investments
The following table shows a reconciliation of the beginning and ending fair value measurements of our commercial real estate loan investments classified as Level 3:
$ in thousands Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Beginning Balance $ 2,788,480 $ 2,391,078
Transfers from Level 3 into Level 2 (1,220,104) (1,220,104)
Loan originations and fundings 735,453 1,120,159
Net unrealized gain (loss) 935 2,791
Foreign currency adjustments 25,510 36,350
Ending Balance $ 2,330,274 $ 2,330,274
Transfers into or out of the Level 3 category occur when unobservable inputs, such as the Company’s best estimate of what a market participant would use to determine a current transaction price, become more or less significant to the fair value measurement. Transfers out of Level 3 at the end of the period for the three and six months ended June 30, 2025 include the fair value of the outstanding principal balance for loan assets held by the CLO and primarily relates to the availability of observable inputs. The fair value of collateralized financing assets are measured using the more observable fair value of the collateralized liabilities. See Note 2, “Summary of Significant Accounting Policies.”
The following tables summarize the significant unobservable inputs supporting the fair value measurement of our investments in commercial loans:
$ in thousands June 30, 2025
Type Fair Value Valuation Technique Unobservable Input Weighted Average Rate Range
Weighted Average Life (years)(1)
Commercial loans $ 2,330,274 Discounted cash flow Discount rate 6.25%
5.04% - 11.96%
0.48

December 31, 2024
Type Valuation Technique Unobservable Input Weighted Average Rate Range
Weighted Average Life (years)(1)
Commercial loans Discounted cash flow Discount rate 7.16%
5.90% - 12.12%
0.56
(1) Based on expected cash flows and potential prepayments.
(2) Weighted average rate and life are not applicable for loans held by the consolidated CLO, as they were not valued using a discounted cash flow approach. Loans held by the CLO are valued using the more observable fair value of the notes issued by the CLO.
The discount rate above is subject to change based on changes in economic and market conditions, in addition to changes in the underlying economics of the arrangement, such as changes in the underlying property valuation and debt service. These rates are also based on the location, type and nature of each underlying property and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.
Valuation of Revolving Credit Facility
Given the uncertainty of future cash flows and our ability to prepay without penalty, we determined the fair value of our revolving credit facility to approximate par.
The following table shows a reconciliation of the beginning and ending fair value measurements of our revolving credit facility:
$ in thousands Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Beginning Balance $ — $ —
Proceeds from revolving credit facility — 135,000
Repayment of revolving credit facility — (135,000)
Net unrealized (gain) loss — —
Ending Balance $ — $ —
Valuation of Secured Financing Facilities
We have entered into secured financing facilities to provide floating rate financing for our commercial real estate loan investments. Our secured financing facilities are carried at fair value based on significant unobservable inputs and are classified as Level 3. The following tables show a reconciliation of the beginning and ending fair value measurements of our secured financing facilities:
Three Months Ended June 30, 2025
$ in thousands Secured Lending Agreements Term Lending Agreement Total
Beginning Balance $ 2,015,125 $ 134,518 $ 2,149,643
Proceeds from secured financing facilities 522,592 13,155 535,747
Repayments of secured financing facilities (878,561) — (878,561)
Net unrealized (gain) loss 218 59 277
Unrealized foreign currency (gain) loss 20,404 — 20,404
Ending Balance $ 1,679,778 $ 147,732 $ 1,827,510
Six Months Ended June 30, 2025
$ in thousands Secured Lending Agreements Term Lending Agreement Total
Beginning Balance $ 1,720,350 $ 134,518 $ 1,854,868
Proceeds from secured financing facilities 808,893 13,155 822,048
Repayments of secured financing facilities (878,561) — (878,561)
Net unrealized (gain) loss 23 59 82
Unrealized foreign currency (gain) loss $ 29,073 $ — $ 29,073
Ending Balance $ 1,679,778 $ 147,732 $ 1,827,510
The following tables summarize the significant unobservable inputs used in the fair value measurement of our secured financing facilities:
June 30, 2025
Type Valuation Technique Unobservable Input Weighted Average Rate Range
Weighted Average Life (years)(1)
Secured financing facilities Discounted cash flow Discount rate 5.85%
4.02% - 6.56%
0.46
December 31, 2024
Type Valuation Technique Unobservable Input Weighted Average Rate Range Weighted Average Life (years)
Secured financing facilities Discounted cash flow Discount rate 6.20%
4.88% - 6.72%
0.56

(1) Based on expected cash flows and potential prepayments.
The discount rate above is subject to change based on changes in economic and market conditions, in addition to changes in the underlying economics of the pledged commercial real estate loan, such as changes in the loan-to-value ratio, credit profile and debt service. These rates are also based on the location, type and nature of each pledged property underlying the commercial real estate loan and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.

v3.25.2

Accounts Payable, Accrued Expenses and Other Liabilities
6 Months Ended

Jun. 30, 2025

Payables and Accruals [Abstract]

Accounts Payable, Accrued Expenses and Other Liabilities Accounts Payable, Accrued Expenses and Other Liabilities
The following table details the components of accounts payable, accrued expenses and other liabilities as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Accounts payable and accrued expenses $ 2,336 $ 2,073
Subscriptions paid in advance (1)
22,776 19,784
Accrued common stock repurchases 184 55
Other liabilities 567 1,247
Total $ 25,863 $ 23,159

(1) Represents subscriptions received by our transfer agent prior to the date the subscriptions are effective.

v3.25.2

Related Party Transactions
6 Months Ended

Jun. 30, 2025

Related Party Transactions [Abstract]

Related Party Transactions Related Party Transactions
Due to Affiliates
The following table details the components of due to affiliates as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Advanced organizational, offering and operating expenses $ 12,542 $ 14,214
Reimbursable operating expenses 3,405 3,454
Adviser commitment fee payable 3,246 2,357
Stockholder servicing fees 16,174 8,503
Management fees 1,348 746
Performance fees 1,258 2,068
Total $ 37,973 $ 31,342
Advanced Organizational, Offering and Operating Expenses
Under the terms of our Amended and Restated Advisory Agreement (“Advisory Agreement”), the Adviser advanced all of our organizational, offering and operating expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through May 31, 2024. Starting in December 2024, we began reimbursing the Adviser for these costs ratably over 52 months. As of June 30, 2025, we owe the Adviser approximately $12.5 million (December 31, 2024: $14.2 million) for the remaining outstanding balance of the expenses advanced by the Adviser under this arrangement.
Reimbursable Operating Expenses
Operating expenses incurred by the Adviser on our behalf after May 31, 2024 are reimbursed quarterly to the Adviser, and the balance outstanding as of June 30, 2025 and December 31, 2024 is listed in the above table as “Reimbursable operating expenses.”

Starting with the quarter ended June 30, 2025, we may not reimburse the Adviser at the end of any fiscal quarter for Total Operating Expenses (as defined in the Advisory Agreement) that exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”) for the four consecutive fiscal quarters then ended. We may reimburse the Adviser for operating expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. Operating expenses for the four consecutive fiscal quarters ended June 30, 2025 did not exceed the 2%/25% Guidelines.
Adviser Commitment Fee Payable
Borrowers pay a commitment fee in connection with the origination of each new loan. The commitment fee is calculated as a percentage of the whole loan on a fully-funded basis, as determined by the Adviser at the time of origination. We pay the Adviser 50% (not to exceed 0.5% of the whole loan on a fully funded basis) of any commitment fee charged to borrowers in connection with each new loan as compensation for sourcing, structuring and negotiating the loan. The commitment fee income and related expense to the Adviser is reported as commitment fee income, net of related party expense on the condensed consolidated statements of comprehensive income.
Stockholder Servicing Fees and Other Selling Commissions
Invesco Distributors, Inc. (the “Dealer Manager”) is entitled to receive upfront selling commissions and stockholder servicing fees for Class S, Class S-1, Class D and Class D-1 shares sold in the Continuous Offering. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such service. We did not issue any Class D-1 shares as of June 30, 2025.
We accrue the full amount of stockholder servicing fees payable as an offering cost at the time each Class S, Class S-1, Class D and Class D-1 share is sold during the Continuous Offering. The following table summarizes stockholder servicing fees paid for the period ended June 30, 2025 and the year ended December 31, 2024.
$ in thousands Class S
Shares Class S-1 Shares Class D
Shares Class D-1 Shares
For the period ended June 30, 2025 $ 4 $ 1,062 $ — $ —
For the year ended December 31, 2024 $ 1 $ 761 $ — $ —
The following table summarizes the upfront selling commissions for each class of shares payable at the time of subscription and the stockholder servicing fee we pay the Dealer Manager on an annualized basis as a percentage of the NAV for such class:
Class S
Shares Class S-1 Shares Class D
Shares Class D -1
Shares Class I
Shares Class E
Shares Class F
Shares
Maximum Upfront Selling Commissions
(% of Transaction Price)
up to 3.5%
up to 3.5%
up to 1.5%
up to 1.5%
— — —
Stockholder Servicing Fee
(% of NAV) 0.85% 0.85% 0.25% 0.25% — — —
We will cease paying the stockholder servicing fee with respect to any Class S or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions and stockholder servicing fees paid with respect to the shares held by the stockholder would exceed, in the aggregate, 8.75% of the gross proceeds (7.75% for clients of certain participating broker dealers) from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any shares issued under our distribution reinvestment plan). At the end of such month, such Class S or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share. Such servicing fee limit does not apply to Class S-1 and Class D-1 shares.
Management Fee and Performance Fee
Under the terms of our Advisory Agreement, we pay the Adviser a management fee equal to 1.0% per annum of NAV, calculated monthly before giving effect to any accruals for the management fee, stockholder servicing fees, performance fees or any distributions with respect to our Class S, Class S-1, Class D, Class D-1 and Class I shares. We also pay the Adviser a performance fee equal to 10% of our “Performance Fee Income” with respect to our Class S, Class S-1, Class D, Class D-1 and Class I shares.
We do not pay the Adviser a management fee with respect to our Class F shares. We will pay the Adviser a performance fee with respect to the Class F shares. The Class F performance fee payable with respect to each calendar year will be an amount equal to 10% of the excess of Performance Fee Income allocable to Class F shares over a 6% annualized return on the Class F NAV per share. No performance fee is payable if the Performance Fee Income allocable to Class F is below the annualized 6% return in any calendar year or for a rolling two-year period.
We do not pay the Adviser a management or performance fee with respect to our Class E shares.
Performance Fee Income with respect to each class of common shares subject to a performance fee means the net income (determined in accordance with U.S. GAAP) allocable to such class of common shares subject to adjustment as defined under the terms of our Advisory Agreement. During the period that the Adviser advanced our organizational, offering and operating expenses, net income for purposes of the performance fee calculation excluded these advanced expenses. After the period that the Adviser advanced our organizational, offering and operating expenses, net income for purposes of the performance fee calculation includes previously advanced expenses that are to be repaid to the Adviser during the period. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year, and the Advisory Agreement does not prohibit the Adviser from entering into economic or other arrangements with other persons. For purposes of the performance fee calculation, total return per share is defined as an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of common shares since the beginning of the calendar year plus (ii) the change in NAV per share of such class of common shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for performance fees with respect to such class of common shares or (z) any applicable stockholder servicing fees.

The management fee and the performance fee are payable in cash or Class E shares at the option of the Adviser. Management fees and performance fees began to accrue on March 1, 2024. Management fees are accrued monthly and paid quarterly in arrears and performance fees are paid annually. During the three and six months ended June 30, 2025, we incurred management fees of $1.3 million and $2.4 million, respectively, of which $1.3 million is accrued as a component of due to affiliates on our condensed consolidated balance sheets as of June 30, 2025. During the three and six months ended June 30, 2025, we incurred performance fees of $490,000 and $1.3 million, respectively, of which $1.3 million is accrued as a component of due to affiliates on our condensed consolidated balance sheets as of June 30, 2025. During the three and six months ended June 30, 2025, we issued 41,491 and 70,791 Class E shares, respectively, as payment for the management fees earned. During the three and six months ended June 30, 2025, we issued — and 81,185 Class E Redeemable Common Stock shares, respectively, as payment for the performance fees earned. The shares issued to the Adviser for payment of the management fee and performance fee were issued at the applicable NAV per share at the end of each quarter for which the fees were earned.
The current term of our Advisory Agreement expires on March 31, 2026. The Advisory Agreement is subject to automatic renewals for successive one-year periods unless otherwise terminated in accordance with the provisions of the agreement. If the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated management fee and performance fee owed through the date of termination. If we elect not to renew our Advisory Agreement based on unsatisfactory performance and not for cause, we owe our Adviser a termination fee equal to three times the sum of our average annual management fee during the 24-month period before termination, calculated as of the end of the most recently completed fiscal quarter.
Our Adviser is subject to the supervision and oversight of our board of directors and has only such functions and authority as we delegate to it. The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. Each of our officers is an employee of the Adviser or one of its affiliates. We do not have any employees. We incurred $317,000 and $919,000, respectively, of costs for support personnel provided by the Adviser for the three and six months ended June 30, 2025 that are recorded as a component of due to affiliates on our condensed consolidated balance sheets and as general and administrative expenses on our condensed consolidated statements of comprehensive income. During the three and six months ended June 30, 2024, we incurred $218,000 and $450,000 of costs for support personnel provided by the Adviser.
The Adviser serves as Collateral Manager to the Company’s consolidated CLO and has waived any and all fees payable to the Adviser or any of its affiliates for this service for so long as it or any of its affiliates acts as the Collateral Manager and as manager of the Operating Partnership.
Related Party Share Ownership
The tables below summarize the number of shares and the total purchase price of the shares owned by affiliates as of June 30, 2025 and as of December 31, 2024.
June 30, 2025
$ in thousands, except share amounts Class S Shares Class S-1 Shares Class D Shares Class D-1 Shares Class I Shares Class E Shares Class F Shares Total Purchase Price
Invesco Realty, Inc.(1)
1,196,923 — 1,197,628 — 1,194,434 1,189,256 — $ 120,000
Invesco Advisers, Inc.(2)
— — — — — 182,121 — 4,636
Members of our board of directors (3)
— — — — — 33,861 — 866
Total 1,196,923 — 1,197,628 — 1,194,434 1,405,238 — $ 125,502
(1) Shares issued to Invesco Realty, Inc. are governed by the terms of the Invesco Subscription Agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 11 - “Redeemable Common Stock - Related Party” for further information.
(2) Shares issued to Invesco Advisers, Inc. are governed by the terms of our Advisory Agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 11 - “Redeemable Common Stock - Related Party” for further information.
(3) Represents shares issued to members of our board of directors, including stock awards under our Share-Based Compensation Plan. Total Purchase Price for stock awards issued under our Share-Based Compensation Plan represents the value of shares issued as equity compensation.

December 31, 2024
$ in thousands, except share amounts Class S Shares Class S-1 Shares Class D Shares Class D-1 Shares Class I Shares Class E Shares Class F Shares Total Purchase Price
Invesco Realty, Inc.(1)
1,496,143 — 1,497,041 — 1,492,906 1,483,196 — $ 150,000
Invesco Advisers, Inc.(2)
— — — — — 35,937 — 908
Members of our board of directors (3)
— — — — — 25,416 — 646
Total 1,496,143 — 1,497,041 — 1,492,906 1,544,549 — $ 151,554

v3.25.2

Redeemable Common Stock - Related Party
6 Months Ended

Jun. 30, 2025

Temporary Equity Disclosure [Abstract]

Redeemable Common Stock - Related Party Redeemable Common Stock - Related Party
Invesco Realty, Inc. (“Invesco Realty”), an affiliate of Invesco, has committed to purchase up to $300.0 million in shares of our common stock (the “Invesco Subscription Agreement”). Invesco has committed to purchase $150.0 million in capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. We may also call up to $150.0 million in additional capital (for a total of $300.0 million) if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our shares or for purposes of repaying indebtedness drawn on the revolving credit facility. As of June 30, 2025, we had called $120.0 million of the total $300.0 million. The remaining uncalled amount serves as collateral for the revolving credit facility.

Invesco Realty may not submit its shares for repurchase under the share repurchase plan described in Note 12 - “Stockholders’ Equity” until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco Realty at any time at a per share price equal to the most recently
determined NAV per share for each class (or another transaction price we believe reflects the NAV per share more appropriately than the prior month’s NAV per share). The Adviser or its affiliate must continue to hold at least $200,000 in shares for so long as Invesco or any affiliate thereof serves as our external adviser.
As discussed in Note 10 - “Related Party Transactions”, our management and performance fees are payable in cash or Class E shares at the option of the Adviser. Because the Adviser may elect to have the Company repurchase shares issued as payment for management fees or performance fees, we classify these shares as redeemable common stock. Class E shares issued to the Adviser as payment for management or performance fees are not subject to the repurchase limits of the Company’s share repurchase plan described in Note 12 - “Stockholders’ Equity,” any lockup period applicable to the Adviser, or any reduction penalty for an early repurchase. The Adviser also has the option to exchange Class E shares issued as payment for management or performance fees for Class S, Class S-1, Class D, Class D-1, Class F, or Class I shares. During the three months ended June 30, 2025, we issued 41,491 Class E shares to the Adviser as payment for management fees payable as of March 31, 2025.
The following tables summarize the changes in redeemable common stock for the six months ended June 30, 2025 and 2024:
$ in thousands Class S Redeemable Common Stock Class D Redeemable Common Stock Class I Redeemable Common Stock Class E Redeemable Common Stock Total Redeemable Common Stock
Balance as of December 31, 2024 $ 37,554 $ 37,554 $ 37,565 $ 38,694 $ 151,367
Issuance of redeemable common stock — — — 2,814 2,814
Repurchase of redeemable common stock (7,500) (7,500) (7,500) (7,500) (30,000)
Adjustment to carrying value of redeemable common stock (4) (5) (1) 170 160
Balance as of March 31, 2025 $ 30,050 $ 30,049 $ 30,064 $ 34,178 $ 124,341
Issuance of redeemable common stock — — — 1,062 1,062
Repurchase of redeemable common stock — — — (148) (148)
Adjustment to carrying value of redeemable common stock (23) (22) (39) 29 (55)
Balance as of June 30, 2025 $ 30,027 $ 30,027 $ 30,025 $ 35,121 $ 125,200
$ in thousands Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock
Balance as of December 31, 2023 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340
Issuance of redeemable common stock — — — — —
Adjustment to carrying value of redeemable common stock — — — — —
Balance as of March 31, 2024 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340
Issuance of redeemable common stock — — — 145 145
Repurchase of redeemable common stock (25,000) (25,000) (25,000) (25,000) (100,000)
Adjustment to carrying value of redeemable common stock 35 35 13 92 175
Balance as of June 30, 2024 $ 1,370 $ 1,370 $ 1,348 $ 1,572 $ 5,660
The following tables summarize the changes in our outstanding shares of redeemable common stock shares for the six months ended June 30, 2025 and 2024:
Class S Redeemable Common
Shares Class D Redeemable Common
Shares Class I Redeemable Common
Shares Class E Redeemable Common
Shares Total Redeemable Common Stock
Outstanding Shares as of December 31, 2024 1,496,143 1,497,041 1,492,906 1,519,133 6,005,223
Issuance of redeemable common stock — — — 110,485 110,485
Repurchase of redeemable common stock (299,220) (299,413) (298,472) (293,940) (1,191,045)
Outstanding Shares as of March 31, 2025 1,196,923 1,197,628 1,194,434 1,335,678 4,924,663
Issuance of redeemable common stock — — — 41,491 41,491
Repurchase of redeemable common stock — — — (5,792) (5,792)
Outstanding Shares as of June 30, 2025 1,196,923 1,197,628 1,194,434 1,371,377 4,960,362
Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock
Outstanding Shares as of December 31, 2023 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925
Issuance of redeemable common stock — — — — —
Outstanding Shares as of March 31, 2024 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925
Issuance of redeemable common stock — — — 5,792 5,792
Repurchase of redeemable common stock (997,920) (997,921) (998,825) (995,972) (3,990,638)
Outstanding Shares as of June 30, 2024 54,567 54,566 53,662 62,284 225,079
Stockholders’ Equity
Stapled Unit Offerings of Preferred and Common Stock
On January 31, 2025, we redeemed all 111 Stapled Units and 117 New Stapled Units issued and outstanding. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S Share, one Class D Share and one Class I Share. Each New Stapled Unit consists of one share of Series A Preferred Stock and one Class S-1 Share. The cash redemption price for each share of stapled common stock was the NAV per share for the applicable share class as of December 31, 2024. Through the redemption of all Stapled Units and New Stapled Units, we redeemed all 228 issued and outstanding shares of our Series A Preferred Stock for approximately $232,000, plus accrued and unpaid dividends. The cash redemption price for each share of Series A Preferred Stock was $1,000. The excess of the consideration transferred over carrying value was accounted for as a deemed dividend and resulted in a reduction of approximately $27,000 in net income (loss) attributable to common stockholders for the six months ended June 30, 2025. Prior to redemption, holders of our Series A Preferred Stock were entitled to receive dividends at an annual rate of 12.5% of the liquidation preference of $1,000 per share or $125.00 per share per annum.
Common Stock
The table below summarizes changes in our outstanding shares of common stock for the six months ended June 30, 2025 and 2024. We did not issue any Class D-1 Shares as of June 30, 2025.
Six Months Ended June 30, 2025
Class S
Shares Class S-1 Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F Shares Total
Total Outstanding Shares as of December 31, 2024 1,502,214 7,226,062 1,499,147 — 4,171,608 1,635,105 8,218,258 24,252,394
Issuance of common stock to unaffiliated stockholders 3,969 3,261,421 8,211 — 1,088,268 8,244 — 4,370,113
Common stock distribution reinvestment — 98,095 99 — 36,810 1,370 161,371 297,745
Issuance of redeemable common shares(1)
— — — — — 110,485 — 110,485
Repurchase of common stock (111) (21,833) (111) — (8,678) — — (30,733)
Repurchase of redeemable common stock (299,220) — (299,413) — (298,472) (293,940) — (1,191,045)
Total Outstanding Shares as of March 31, 2025 1,206,852 10,563,745 1,207,933 — 4,989,536 1,461,264 8,379,629 27,808,959
Issuance of common stock 146,445 3,203,781 — — 1,542,452 9,001 — 4,901,679
Stock awards(2)
— — — — — 7,700 — 7,700
Issuance of redeemable common stock(1)
— — — — — 41,491 — 41,491
Common stock distribution reinvestment 240 133,400 198 — 48,497 1,484 157,380 341,199
Repurchase of common stock — (23,808) — — (70,026) (1,954) — (95,788)
Repurchase of redeemable common stock — — — — — (5,792) — (5,792)
Total Outstanding Shares as of
June 30, 2025(1)
1,353,537 13,877,118 1,208,131 — 6,510,459 1,513,194 8,537,009 32,999,448
(1) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.
(2) Represents shares issued to independent directors under the Incentive Plan.
Six Months Ended June 30, 2024
Class S
Shares Class S-1 Shares Class D
Shares Class I
Shares Class E
Shares Class F Shares Total
Total Outstanding Shares as of December 31, 2023 1,052,598 1,054,174 1,052,598 1,383,506 1,067,805 — 5,610,681
Issuance of common stock to unaffiliated stockholders — 1,467,311 — 656,221 57,994 — 2,181,526
Common stock distribution reinvestment — 21,860 — 8,245 622 — 30,727
Total Outstanding Shares as of March 31, 2024 1,052,598 2,543,345 1,052,598 2,047,972 1,126,421 — 7,822,934
Issuance of common stock 5,757 1,258,476 — 448,043 10,707 4,747,348 6,470,331
Stock awards(1)
— — — — 3,340 — 3,340
Issuance of redeemable common stock(2)
— — — — 5,792 — 5,792
Common stock distribution reinvestment — 71,248 — 31,704 1,582 — 104,534
Repurchase of common stock — — — (1,200) — (1,200)
Repurchase of redeemable common stock (997,920) — (997,921) (998,825) (995,972) — (3,990,638)
Total Outstanding Shares as of June 30, 2024 60,435 3,873,069 54,677 1,527,694 151,870 4,747,348 10,415,093
(1) Represents shares issued to independent directors under the Incentive Plan.
(2) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.

Distributions
We are generally required to distribute at least 90% our taxable income to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code. Taxable income does not necessarily equal net income as calculated in accordance with U.S. GAAP.
For the three and six months ended June 30, 2025, we declared distributions of $14.3 million and $27.3 million, respectively. We accrued $5.0 million for distributions payable, of which $791,000 was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of June 30, 2025. For the three and six months ended June 30, 2024, we declared distributions of $7.3 million and $13.6 million, respectively. We accrued $3.8 million for distributions payable, of which $1.0 million was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of December 31, 2024.
The tables below detail the aggregate distributions declared per share for each applicable class of stock for the three and six months ended June 30, 2025 and June 30, 2024:

Three Months Ended June 30, 2025
Class S
Shares Class S-1
Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F
Shares
Aggregate distribution declared per share $ 0.4800 $ 0.4800 $ 0.4800 $ — $ 0.4800 $ 0.4800 $ 0.4800
Stockholder servicing fee per share (0.0046) (0.0533) — — — — —
Net distribution declared per share $ 0.4754 $ 0.4267 $ 0.4800 $ — $ 0.4800 $ 0.4800 $ 0.4800
Six Months Ended June 30, 2025
Class S
Shares Class S-1
Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F
Shares
Aggregate distribution declared per share $ 0.9800 $ 0.9800 $ 0.9800 $ — $ 0.9800 $ 0.9800 $ 0.9800
Stockholder servicing fee per share (0.0049) (0.1061) — — — — —
Net distribution declared per share $ 0.9751 $ 0.8739 $ 0.9800 $ — $ 0.9800 $ 0.9800 $ 0.9800
Three Months Ended June 30, 2024
Class S
Shares Class S-1
Shares Class D
Shares Class I
Shares Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800
Stockholder servicing fee per share (0.0017) (0.0529) — — — —
Net distribution declared per share $ 0.7783 $ 0.7271 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800
Six Months Ended June 30, 2024
Class S
Shares Class S-1
Shares Class D
Shares Class I
Shares Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share $ 1.6400 $ 1.6400 $ 1.6400 $ 1.6400 $ 1.6400 $ 0.7800
Stockholder servicing fee per share (0.0017) (0.1063) — — — —
Net distribution declared per share $ 1.6383 $ 1.5337 $ 1.6400 $ 1.6400 $ 1.6400 $ 0.7800
Share Repurchase Plan
We have adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

Class F stockholders may not participate in our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion and (ii) March 23, 2028. However, Class F stockholders are entitled to request that we repurchase their shares in the event that there is a Key Person Event or a Material Strategy Change, as such terms are defined in the Class F subscription agreement.

During the three and six months ended June 30, 2025, we fulfilled all requests under the share repurchase plan and repurchased 95,788 and 126,521 shares of common stock for $2.4 million and $3.2 million, respectively. For the three and six months ended June 30, 2024, we repurchased 1,200 shares of common stock for $29,000 and fulfilled all repurchase requests that were made under the share repurchase plan.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan (“DRP”) whereby common stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased (including fractional shares) under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable.
Share-Based Compensation Plan
During the three months ended June 30, 2025, we awarded independent members of our board of directors 7,700 restricted shares of Class E common stock under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”). The restricted shares vest on the first anniversary of the grant date unless forfeited prior to such date, subject to certain conditions that accelerate vesting. During the three months ended June 30, 2024, we awarded 3,340 restricted shares of Class E common stock that vest on the first anniversary of the grant date unless forfeited under the Incentive Plan. For the three and six months ended June 30, 2025, we recognized $43,000 and $62,000, respectively, of compensation expense related to these awards. For the three and six months ended June 30, 2024, we recognized $20,000 and $37,000, respectively, of compensation expense related to these awards. As of June 30, 2025 and 2024, we had 1,085,971 and 1,093,671 shares of common stock available for future issuance under the Incentive Plan, respectively.

v3.25.2

Stockholders’ Equity
6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Stockholders’ Equity Redeemable Common Stock - Related Party
Invesco Realty, Inc. (“Invesco Realty”), an affiliate of Invesco, has committed to purchase up to $300.0 million in shares of our common stock (the “Invesco Subscription Agreement”). Invesco has committed to purchase $150.0 million in capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. We may also call up to $150.0 million in additional capital (for a total of $300.0 million) if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our shares or for purposes of repaying indebtedness drawn on the revolving credit facility. As of June 30, 2025, we had called $120.0 million of the total $300.0 million. The remaining uncalled amount serves as collateral for the revolving credit facility.

Invesco Realty may not submit its shares for repurchase under the share repurchase plan described in Note 12 - “Stockholders’ Equity” until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco Realty at any time at a per share price equal to the most recently
determined NAV per share for each class (or another transaction price we believe reflects the NAV per share more appropriately than the prior month’s NAV per share). The Adviser or its affiliate must continue to hold at least $200,000 in shares for so long as Invesco or any affiliate thereof serves as our external adviser.
As discussed in Note 10 - “Related Party Transactions”, our management and performance fees are payable in cash or Class E shares at the option of the Adviser. Because the Adviser may elect to have the Company repurchase shares issued as payment for management fees or performance fees, we classify these shares as redeemable common stock. Class E shares issued to the Adviser as payment for management or performance fees are not subject to the repurchase limits of the Company’s share repurchase plan described in Note 12 - “Stockholders’ Equity,” any lockup period applicable to the Adviser, or any reduction penalty for an early repurchase. The Adviser also has the option to exchange Class E shares issued as payment for management or performance fees for Class S, Class S-1, Class D, Class D-1, Class F, or Class I shares. During the three months ended June 30, 2025, we issued 41,491 Class E shares to the Adviser as payment for management fees payable as of March 31, 2025.
The following tables summarize the changes in redeemable common stock for the six months ended June 30, 2025 and 2024:
$ in thousands Class S Redeemable Common Stock Class D Redeemable Common Stock Class I Redeemable Common Stock Class E Redeemable Common Stock Total Redeemable Common Stock
Balance as of December 31, 2024 $ 37,554 $ 37,554 $ 37,565 $ 38,694 $ 151,367
Issuance of redeemable common stock — — — 2,814 2,814
Repurchase of redeemable common stock (7,500) (7,500) (7,500) (7,500) (30,000)
Adjustment to carrying value of redeemable common stock (4) (5) (1) 170 160
Balance as of March 31, 2025 $ 30,050 $ 30,049 $ 30,064 $ 34,178 $ 124,341
Issuance of redeemable common stock — — — 1,062 1,062
Repurchase of redeemable common stock — — — (148) (148)
Adjustment to carrying value of redeemable common stock (23) (22) (39) 29 (55)
Balance as of June 30, 2025 $ 30,027 $ 30,027 $ 30,025 $ 35,121 $ 125,200
$ in thousands Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock
Balance as of December 31, 2023 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340
Issuance of redeemable common stock — — — — —
Adjustment to carrying value of redeemable common stock — — — — —
Balance as of March 31, 2024 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340
Issuance of redeemable common stock — — — 145 145
Repurchase of redeemable common stock (25,000) (25,000) (25,000) (25,000) (100,000)
Adjustment to carrying value of redeemable common stock 35 35 13 92 175
Balance as of June 30, 2024 $ 1,370 $ 1,370 $ 1,348 $ 1,572 $ 5,660
The following tables summarize the changes in our outstanding shares of redeemable common stock shares for the six months ended June 30, 2025 and 2024:
Class S Redeemable Common
Shares Class D Redeemable Common
Shares Class I Redeemable Common
Shares Class E Redeemable Common
Shares Total Redeemable Common Stock
Outstanding Shares as of December 31, 2024 1,496,143 1,497,041 1,492,906 1,519,133 6,005,223
Issuance of redeemable common stock — — — 110,485 110,485
Repurchase of redeemable common stock (299,220) (299,413) (298,472) (293,940) (1,191,045)
Outstanding Shares as of March 31, 2025 1,196,923 1,197,628 1,194,434 1,335,678 4,924,663
Issuance of redeemable common stock — — — 41,491 41,491
Repurchase of redeemable common stock — — — (5,792) (5,792)
Outstanding Shares as of June 30, 2025 1,196,923 1,197,628 1,194,434 1,371,377 4,960,362
Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock
Outstanding Shares as of December 31, 2023 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925
Issuance of redeemable common stock — — — — —
Outstanding Shares as of March 31, 2024 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925
Issuance of redeemable common stock — — — 5,792 5,792
Repurchase of redeemable common stock (997,920) (997,921) (998,825) (995,972) (3,990,638)
Outstanding Shares as of June 30, 2024 54,567 54,566 53,662 62,284 225,079
Stockholders’ Equity
Stapled Unit Offerings of Preferred and Common Stock
On January 31, 2025, we redeemed all 111 Stapled Units and 117 New Stapled Units issued and outstanding. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S Share, one Class D Share and one Class I Share. Each New Stapled Unit consists of one share of Series A Preferred Stock and one Class S-1 Share. The cash redemption price for each share of stapled common stock was the NAV per share for the applicable share class as of December 31, 2024. Through the redemption of all Stapled Units and New Stapled Units, we redeemed all 228 issued and outstanding shares of our Series A Preferred Stock for approximately $232,000, plus accrued and unpaid dividends. The cash redemption price for each share of Series A Preferred Stock was $1,000. The excess of the consideration transferred over carrying value was accounted for as a deemed dividend and resulted in a reduction of approximately $27,000 in net income (loss) attributable to common stockholders for the six months ended June 30, 2025. Prior to redemption, holders of our Series A Preferred Stock were entitled to receive dividends at an annual rate of 12.5% of the liquidation preference of $1,000 per share or $125.00 per share per annum.
Common Stock
The table below summarizes changes in our outstanding shares of common stock for the six months ended June 30, 2025 and 2024. We did not issue any Class D-1 Shares as of June 30, 2025.
Six Months Ended June 30, 2025
Class S
Shares Class S-1 Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F Shares Total
Total Outstanding Shares as of December 31, 2024 1,502,214 7,226,062 1,499,147 — 4,171,608 1,635,105 8,218,258 24,252,394
Issuance of common stock to unaffiliated stockholders 3,969 3,261,421 8,211 — 1,088,268 8,244 — 4,370,113
Common stock distribution reinvestment — 98,095 99 — 36,810 1,370 161,371 297,745
Issuance of redeemable common shares(1)
— — — — — 110,485 — 110,485
Repurchase of common stock (111) (21,833) (111) — (8,678) — — (30,733)
Repurchase of redeemable common stock (299,220) — (299,413) — (298,472) (293,940) — (1,191,045)
Total Outstanding Shares as of March 31, 2025 1,206,852 10,563,745 1,207,933 — 4,989,536 1,461,264 8,379,629 27,808,959
Issuance of common stock 146,445 3,203,781 — — 1,542,452 9,001 — 4,901,679
Stock awards(2)
— — — — — 7,700 — 7,700
Issuance of redeemable common stock(1)
— — — — — 41,491 — 41,491
Common stock distribution reinvestment 240 133,400 198 — 48,497 1,484 157,380 341,199
Repurchase of common stock — (23,808) — — (70,026) (1,954) — (95,788)
Repurchase of redeemable common stock — — — — — (5,792) — (5,792)
Total Outstanding Shares as of
June 30, 2025(1)
1,353,537 13,877,118 1,208,131 — 6,510,459 1,513,194 8,537,009 32,999,448
(1) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.
(2) Represents shares issued to independent directors under the Incentive Plan.
Six Months Ended June 30, 2024
Class S
Shares Class S-1 Shares Class D
Shares Class I
Shares Class E
Shares Class F Shares Total
Total Outstanding Shares as of December 31, 2023 1,052,598 1,054,174 1,052,598 1,383,506 1,067,805 — 5,610,681
Issuance of common stock to unaffiliated stockholders — 1,467,311 — 656,221 57,994 — 2,181,526
Common stock distribution reinvestment — 21,860 — 8,245 622 — 30,727
Total Outstanding Shares as of March 31, 2024 1,052,598 2,543,345 1,052,598 2,047,972 1,126,421 — 7,822,934
Issuance of common stock 5,757 1,258,476 — 448,043 10,707 4,747,348 6,470,331
Stock awards(1)
— — — — 3,340 — 3,340
Issuance of redeemable common stock(2)
— — — — 5,792 — 5,792
Common stock distribution reinvestment — 71,248 — 31,704 1,582 — 104,534
Repurchase of common stock — — — (1,200) — (1,200)
Repurchase of redeemable common stock (997,920) — (997,921) (998,825) (995,972) — (3,990,638)
Total Outstanding Shares as of June 30, 2024 60,435 3,873,069 54,677 1,527,694 151,870 4,747,348 10,415,093
(1) Represents shares issued to independent directors under the Incentive Plan.
(2) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.

Distributions
We are generally required to distribute at least 90% our taxable income to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code. Taxable income does not necessarily equal net income as calculated in accordance with U.S. GAAP.
For the three and six months ended June 30, 2025, we declared distributions of $14.3 million and $27.3 million, respectively. We accrued $5.0 million for distributions payable, of which $791,000 was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of June 30, 2025. For the three and six months ended June 30, 2024, we declared distributions of $7.3 million and $13.6 million, respectively. We accrued $3.8 million for distributions payable, of which $1.0 million was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of December 31, 2024.
The tables below detail the aggregate distributions declared per share for each applicable class of stock for the three and six months ended June 30, 2025 and June 30, 2024:

Three Months Ended June 30, 2025
Class S
Shares Class S-1
Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F
Shares
Aggregate distribution declared per share $ 0.4800 $ 0.4800 $ 0.4800 $ — $ 0.4800 $ 0.4800 $ 0.4800
Stockholder servicing fee per share (0.0046) (0.0533) — — — — —
Net distribution declared per share $ 0.4754 $ 0.4267 $ 0.4800 $ — $ 0.4800 $ 0.4800 $ 0.4800
Six Months Ended June 30, 2025
Class S
Shares Class S-1
Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F
Shares
Aggregate distribution declared per share $ 0.9800 $ 0.9800 $ 0.9800 $ — $ 0.9800 $ 0.9800 $ 0.9800
Stockholder servicing fee per share (0.0049) (0.1061) — — — — —
Net distribution declared per share $ 0.9751 $ 0.8739 $ 0.9800 $ — $ 0.9800 $ 0.9800 $ 0.9800
Three Months Ended June 30, 2024
Class S
Shares Class S-1
Shares Class D
Shares Class I
Shares Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800
Stockholder servicing fee per share (0.0017) (0.0529) — — — —
Net distribution declared per share $ 0.7783 $ 0.7271 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800
Six Months Ended June 30, 2024
Class S
Shares Class S-1
Shares Class D
Shares Class I
Shares Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share $ 1.6400 $ 1.6400 $ 1.6400 $ 1.6400 $ 1.6400 $ 0.7800
Stockholder servicing fee per share (0.0017) (0.1063) — — — —
Net distribution declared per share $ 1.6383 $ 1.5337 $ 1.6400 $ 1.6400 $ 1.6400 $ 0.7800
Share Repurchase Plan
We have adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

Class F stockholders may not participate in our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion and (ii) March 23, 2028. However, Class F stockholders are entitled to request that we repurchase their shares in the event that there is a Key Person Event or a Material Strategy Change, as such terms are defined in the Class F subscription agreement.

During the three and six months ended June 30, 2025, we fulfilled all requests under the share repurchase plan and repurchased 95,788 and 126,521 shares of common stock for $2.4 million and $3.2 million, respectively. For the three and six months ended June 30, 2024, we repurchased 1,200 shares of common stock for $29,000 and fulfilled all repurchase requests that were made under the share repurchase plan.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan (“DRP”) whereby common stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased (including fractional shares) under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable.
Share-Based Compensation Plan
During the three months ended June 30, 2025, we awarded independent members of our board of directors 7,700 restricted shares of Class E common stock under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”). The restricted shares vest on the first anniversary of the grant date unless forfeited prior to such date, subject to certain conditions that accelerate vesting. During the three months ended June 30, 2024, we awarded 3,340 restricted shares of Class E common stock that vest on the first anniversary of the grant date unless forfeited under the Incentive Plan. For the three and six months ended June 30, 2025, we recognized $43,000 and $62,000, respectively, of compensation expense related to these awards. For the three and six months ended June 30, 2024, we recognized $20,000 and $37,000, respectively, of compensation expense related to these awards. As of June 30, 2025 and 2024, we had 1,085,971 and 1,093,671 shares of common stock available for future issuance under the Incentive Plan, respectively.

v3.25.2

Earnings per Common Share
6 Months Ended

Jun. 30, 2025

Earnings Per Share [Abstract]

Earnings per Common Share Earnings per Common Share
Earnings per share for the three and six months ended June 30, 2025 and 2024 is computed as presented in the table below.
Three Months Ended June 30, Six Months Ended June 30,
$ in thousands, except share and per share amounts 2025 2024 2025 2024
Net income (loss) available to common stockholders $ 8,287 $ 3,620 $ 19,922 $ 8,300
Weighted average common shares outstanding 31,307,099 10,729,623 29,281,449 8,956,409
Effect of dilutive restricted stock awards 27 28 52 306
Diluted weighted average common shares outstanding 31,307,126 10,729,651 29,281,501 8,956,715
Earnings (loss) per share:
Basic $ 0.26 $ 0.34 $ 0.68 $ 0.93
Diluted $ 0.26 $ 0.34 $ 0.68 $ 0.93

v3.25.2

Commitments and Contingencies
6 Months Ended

Jun. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Commitments and Contingencies
Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2025, we had unfunded commitments of $304.9 million for certain of our commercial real estate loan investments. The unfunded commitments consist of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitments over the weighted average remaining term of the related loans of 1.81 years.
We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2025, the Company was not involved in any material legal proceedings.

v3.25.2

Segment Reporting
6 Months Ended

Jun. 30, 2025

Segment Reporting [Abstract]

Segment Reporting Segment ReportingWe conduct our business as a single operating segment. Because the accounting policies for the segment are the same as those described in Note 2 “Summary of Significant Accounting Policies,” to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024, total segment net income and total segment assets are equal to total net income and total assets, as reported on our condensed consolidated statements of comprehensive income and condensed consolidated balance sheets, respectively. All revenues for the segment are derived from external customers.

v3.25.2

Subsequent Events
6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

Subsequent Events Subsequent Events
Stockholders’ Equity
Subsequent to June 30, 2025, we issued the following shares of common stock:
$ in thousands except share amounts Shares Issued to Third Parties
Shares Issued to Affiliates(1)(2)
DRP Shares(3)
Class S 20,686 — 250
Class S-1 2,194,519 — 53,917
Class D — — 67
Class D-1 — — —
Class I 983,178 — 19,793
Class E 8,166 54,719 537
Class F — — 53,033
Total 3,206,549 54,719 127,597
Total net proceeds(4)
$ 80,564 $ — $ 3,240
(1)Affiliates include related parties discussed in Note 10 - “Related Party Transactions”.
(2)Includes 52,637 Class E shares issued to our Adviser as payment for management fees of $1.3 million and 2,082 Class E shares issued as equity compensation to an independent director in an amount equal to $53,000, both of which are excluded from Total net proceeds.
(3)Represents shares issued under our distribution reinvestment plan.
(4)With respect to DRP Shares, Total net proceeds represents total value of shares issued under our distribution reinvestment plan.

v3.25.2

Insider Trading Arrangements
3 Months Ended

Jun. 30, 2025

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted false

Non-Rule 10b5-1 Arrangement Adopted false

Rule 10b5-1 Arrangement Terminated false

Non-Rule 10b5-1 Arrangement Terminated false

v3.25.2

Summary of Significant Accounting Policies (Policies)
6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation and Consolidation
Basis of Presentation and Consolidation
Certain disclosures included in our Annual Report on Form 10-K are not required to be included on an interim basis in our quarterly reports on Form 10-Q. We have condensed or omitted these disclosures. Therefore, this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.
Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and consolidate the financial statements of the Company and its controlled subsidiaries. In determining whether we have a controlling financial interest in a partially owned entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have both the power to direct the most significant activities impacting the economic performance of the VIE and the obligation to absorb losses or receive benefits significant to the VIE. See additional information on our VIEs in Note 6— “Collateralized Loan Obligations.” All significant intercompany transactions, balances, revenues and expenses are eliminated in consolidation. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of our financial condition and results of operations for the periods presented.

Use of Estimates
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Examples of estimates may include, but are not limited to, estimates of the fair values of financial instruments and estimated payment periods for certain stockholder servicing fee liabilities. Actual results may differ from those estimates.

Cash and Cash Equivalents
Cash and Cash Equivalents
We consider all highly liquid investments that have original or remaining maturity dates of three months or less when purchased to be cash equivalents. Certain cash balances may be held in brokerage accounts that also hold our securities investments and may be swept into money market funds that meet the criteria for classification as cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value due to the highly liquid and short-term nature of these instruments. We may have cash balances in excess of federally insured amounts. We mitigate our risk of loss by maintaining cash deposits with high credit-quality institutions and by actively monitoring the credit risk of our counterparties.

Income Taxes
Income Taxes
We elect to treat certain of our corporate subsidiaries as taxable REIT subsidiaries (“TRS”) which are subject to federal, state and local corporate income tax, as applicable. TRSs hold investments in assets, income streams, operating companies and associated expenses that produce non-qualifying items for purposes of REIT testing. Current income tax expense is recorded within other income (expense) on our condensed consolidated statements of comprehensive income. Deferred tax assets, and any valuation allowances, or deferred tax liabilities are recorded within other assets or other liabilities, as applicable, on our condensed consolidated balance sheets. For both the three and six months ended June 30, 2025, tax expense and related balances were not material.

Fair Value Measurement, Real Estate-Related Securities, And Collateralized Loan Obligations
Fair Value Measurement
We have elected the fair value option for our commercial real estate loan investments, real estate-related securities, secured lending and term lending agreements (collectively, our secured financing facilities), our revolving credit facility, and our collateralized loan obligations (“CLO”). The Company believes the fair value option will provide its financial statements users with reduced complexity, greater consistency, understandability and comparability.
In the month that we originate or acquire a loan, we value our commercial real estate loan investments at fair value, which approximates par. Thereafter, an independent valuation advisor values our commercial loan investments monthly using a discounted cash flow analysis. The yield used in the discounted cash flow analysis is determined by comparing the features of the loan to the interest rates and terms required by lenders in the new loan origination market for similar loans and the yield required by investors acquiring similar loans in the secondary market as well as a comparison of current market and collateral conditions to those present at origination or acquisition. The Company elected to apply the measurement alternative for consolidated collateralized financing entities with respect to its managed CLO. Accordingly, commercial real estate loans and loan participations that are collateral assets within the consolidated CLO are measured using the fair value of the more observable CLO notes as an indicator of the fair value of the CLO assets as a whole.
In determining the fair value of a particular real estate-related security, we use pricing service providers, who may may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate-related securities generally consider the attributes applicable to a particular class of the security (e.g., credit rating or seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available.
In the month that we enter into a borrowing arrangement, we value our revolving credit facility and secured financing facilities at fair value, which approximates par. Thereafter, an independent valuation advisor values our revolving credit facility and secured financing facilities monthly. The independent valuation advisor calculates the fair value of the revolving credit facility based on a determination of the price that would be paid by another market participant to assume the lender’s position in the transaction. The fair value of secured financing facilities is calculated using a discounted cash flow analysis where the remaining debt service cash flow, based on the contractual economics stated in the loan agreement, is valued using a market interest rate which reflects an estimate for how a lender would price an equivalent loan for the remaining term. Additionally, we consider current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The market rate of interest is adjusted to reflect our own credit risk for recourse borrowings.

We generally determine the fair value of the collateralized loan obligations by utilizing third party pricing services and broker-dealer quotations. We conduct an ongoing evaluation of their valuation methodologies and processes and review the individual valuations themselves. Our review consists of consideration of a variety of factors, including market transaction information for the particular bond, market transaction information for similar bonds, the bond’s ratings and the bond’s subordination levels.
Our currency forward contracts are valued by an independent pricing service based on contractual cash flows and quoted foreign currency rates available in an active market. When determining the fair value of our forward currency contracts as of each measurement date, we consider the effect of counterparty nonperformance risk as a part of the valuation process and include a credit risk adjustment where appropriate.
Real Estate-Related Securities
We invest in debt securities of real estate companies. We have elected the fair value option for accounting for investments in debt securities. We record changes in fair value of debt securities as unrealized gain (loss) from real estate-related securities and interest income on debt securities as interest income in our condensed consolidated statements of comprehensive income.
Collateralized Loan Obligations
The Company financed a pool of loans and loan participations from its existing loan portfolio through a managed CLO, INCREF 2025-FL1 (“INCREF 2025-FL1” or the “CLO”). The Company consolidates the CLO because it determined that the CLO issuer is a VIE and that the Company is the primary beneficiary of such VIE. The collateral assets of the CLO include the pool of loans and loan participations, which are included on the condensed consolidated balance sheets at June 30, 2025 as commercial real estate loan investments, at fair value. The notes issued by the consolidated CLO are included on the Company’s condensed consolidated balance sheets as collateralized loan obligations, at fair value. Collateralized loan obligations consist solely of obligations held by third party rated note holders and exclude the retained tranches held by the Company, which are eliminated in consolidation of the CLO. The interest income from the CLO’s collateral assets and interest expense on the CLO notes are presented on a gross basis within interest income and Interest expense, respectively, in the condensed consolidated statements of comprehensive income. Because we elected the fair value option for our collateralized loan obligations, we record any changes in their fair values as unrealized gain (loss) on collateralized loan obligations, net in our condensed consolidated statements of comprehensive income.

v3.25.2

Commercial Real Estate Loan Investments (Tables)
6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Option, Disclosures
The table below summarizes our investments in commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands
Loan Type
Loan Amount(1)
Principal Balance Outstanding Fair Value
Weighted Average Interest Rate(2)
Weighted Average Life (years)(3)
June 30, 2025
Senior loans(4)
$ 3,821,789 $ 3,525,717 $ 3,529,233 7.10 % 3.97
Mezzanine loans 30,000 21,145 21,145 12.07 % 4.34
Total $ 3,851,789 $ 3,546,862 $ 3,550,378 7.13 % 3.97
December 31, 2024
Senior loans(4)
$ 2,658,628 $ 2,385,124 $ 2,385,840 7.37 % 4.26
Mezzanine loans 30,000 5,238 5,238 12.23 % 4.84
Total $ 2,688,628 $ 2,390,362 $ 2,391,078 7.38 % 4.27
(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)Domestic loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. Euro denominated loans earn interest at three-month Euro Interbank Offered Rate (“Euribor”) plus a spread. Our loan denominated in British pound sterling earns interest at three-month Sterling Overnight Index Average (“SONIA”) plus a spread.
(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.
(4)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and accommodation mezzanine loans in connection with the senior mortgage financing.
The tables below detail the property type and geographic location of the properties securing our commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Property Type Fair Value Percentage Fair Value Percentage
Multifamily $ 1,424,815 40.1 % $ 1,252,147 52.4 %
Industrial 1,682,829 47.4 % 1,042,720 43.6 %
Self-storage 121,290 3.4 % 96,211 4.0 %
Student housing 321,444 9.1 % — — %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
$ in thousands June 30, 2025 December 31, 2024
Geographic Location Fair Value Percentage Fair Value Percentage
United States:
West $ 936,346 26.4 % $ 738,754 30.7 %
South 743,486 20.9 % 520,733 21.8 %
East 826,998 23.3 % 688,518 28.8 %
Midwest 37,438 1.1 % 30,331 1.3 %
Various U.S.(1)
471,762 13.3 % 128,334 5.4 %
Total $ 3,016,030 85.0 % $ 2,106,670 88.0 %
Non-US:
Europe(2)
$ 203,595 5.7 % $ 180,178 7.6 %
United Kingdom(3)
330,753 9.3 % 104,230 4.4 %
Total $ 534,348 15.0 % $ 284,408 12.0 %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
(1) Various U.S. includes self-storage and industrial portfolios with multiple locations throughout the United States.
(2) Our European loans that are collateralized by industrial commercial real estate in France and Spain are denominated in Euros and have a fair value of €81.8 million and €91.6 million, respectively, as of June 30, 2025.
(3) Our European loans that are collateralized by industrial commercial real estate in the United Kingdom are denominated in British pound sterling and have a fair value of £241.2 million as of June 30, 2025.
The following table summarizes our real estate-related securities as of June 30, 2025:
In thousands Principal Balance Unamortized Premium (Discount) Amortized Cost Unrealized Gain (Loss), Net Fair Value Period-end Weighted Average Yield Weighted-Average Maturity Date
Non-agency CMBS $ 9,814 $ (71) $ 9,743 $ 20 $ 9,763 6.22 % August 2037

v3.25.2

Real Estate-Related Securities (Tables)
6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Option, Disclosures
The table below summarizes our investments in commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands
Loan Type
Loan Amount(1)
Principal Balance Outstanding Fair Value
Weighted Average Interest Rate(2)
Weighted Average Life (years)(3)
June 30, 2025
Senior loans(4)
$ 3,821,789 $ 3,525,717 $ 3,529,233 7.10 % 3.97
Mezzanine loans 30,000 21,145 21,145 12.07 % 4.34
Total $ 3,851,789 $ 3,546,862 $ 3,550,378 7.13 % 3.97
December 31, 2024
Senior loans(4)
$ 2,658,628 $ 2,385,124 $ 2,385,840 7.37 % 4.26
Mezzanine loans 30,000 5,238 5,238 12.23 % 4.84
Total $ 2,688,628 $ 2,390,362 $ 2,391,078 7.38 % 4.27
(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)Domestic loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. Euro denominated loans earn interest at three-month Euro Interbank Offered Rate (“Euribor”) plus a spread. Our loan denominated in British pound sterling earns interest at three-month Sterling Overnight Index Average (“SONIA”) plus a spread.
(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.
(4)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and accommodation mezzanine loans in connection with the senior mortgage financing.
The tables below detail the property type and geographic location of the properties securing our commercial real estate loans as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Property Type Fair Value Percentage Fair Value Percentage
Multifamily $ 1,424,815 40.1 % $ 1,252,147 52.4 %
Industrial 1,682,829 47.4 % 1,042,720 43.6 %
Self-storage 121,290 3.4 % 96,211 4.0 %
Student housing 321,444 9.1 % — — %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
$ in thousands June 30, 2025 December 31, 2024
Geographic Location Fair Value Percentage Fair Value Percentage
United States:
West $ 936,346 26.4 % $ 738,754 30.7 %
South 743,486 20.9 % 520,733 21.8 %
East 826,998 23.3 % 688,518 28.8 %
Midwest 37,438 1.1 % 30,331 1.3 %
Various U.S.(1)
471,762 13.3 % 128,334 5.4 %
Total $ 3,016,030 85.0 % $ 2,106,670 88.0 %
Non-US:
Europe(2)
$ 203,595 5.7 % $ 180,178 7.6 %
United Kingdom(3)
330,753 9.3 % 104,230 4.4 %
Total $ 534,348 15.0 % $ 284,408 12.0 %
Total $ 3,550,378 100.0 % $ 2,391,078 100.0 %
(1) Various U.S. includes self-storage and industrial portfolios with multiple locations throughout the United States.
(2) Our European loans that are collateralized by industrial commercial real estate in France and Spain are denominated in Euros and have a fair value of €81.8 million and €91.6 million, respectively, as of June 30, 2025.
(3) Our European loans that are collateralized by industrial commercial real estate in the United Kingdom are denominated in British pound sterling and have a fair value of £241.2 million as of June 30, 2025.
The following table summarizes our real estate-related securities as of June 30, 2025:
In thousands Principal Balance Unamortized Premium (Discount) Amortized Cost Unrealized Gain (Loss), Net Fair Value Period-end Weighted Average Yield Weighted-Average Maturity Date
Non-agency CMBS $ 9,814 $ (71) $ 9,743 $ 20 $ 9,763 6.22 % August 2037

v3.25.2

Borrowings (Tables)
6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Schedule of Debt
The table below summarizes our borrowing arrangements as of June 30, 2025 and December 31, 2024. Our borrowing arrangements include secured lending and term lending agreements (collectively, our “secured financing facilities”) and a revolving credit facility.
June 30, 2025 December 31, 2024
$ in thousands Current Maturity
Extension Options(1)
Weighted Average Interest Rate(2)
Maximum Facility Size Available Capacity Amount Outstanding Fair Value Amount Outstanding Fair Value
Term Lending Agreement
INCREF Lending II Match-term Match-term 6.59% $ 300,000 $ 152,327 $ 147,673 $ 147,732 $ 134,518 $ 134,518
Secured Lending Agreements
Term Financing
INCREF Lending I Oct 2026 Oct 2029 6.32% 837,517 107,475 730,042 730,203 722,672 722,796
Repurchase Agreements
Morgan Stanley Bank(3)
May 2026 May 2027 5.85% 500,000 169,124 330,876 330,880 342,009 342,079
Citibank Sep 2026 Sep 2028 5.54% 500,000 72,836 427,164 427,486 276,323 276,653
Barclays(3)
Apr 2027 Apr 2029 500,000 500,000 — — 199,305 199,326
Wells Fargo May 2026 May 2029 6.02% 300,000 195,548 104,452 104,477 179,462 179,496
Bank of Montreal(3)
Jul 2025 Jul 2028 25,000 25,000 — — — —
Capital One(3)
Feb 2027 Feb 2030 5.81% 250,000 163,359 86,641 86,732 N/A N/A
Total secured financing facilities $ 3,212,517 $ 1,385,669 $ 1,826,848 $ 1,827,510 $ 1,854,289 $ 1,854,868
Revolving Credit Facility(4)
7.20% $ 162,000 $ 162,000 $ — $ — $ — $ —
(1)    Assumes all available extension options are exercised.
(2)    Represents the weighted average interest rate in effect as of June 30, 2025.
(3)    Certain extension options for these facilities are subject to lender approval and compliance with certain financial and administrative covenants.
(4)    Maturity date is aligned with the Company’s ability to call remaining outstanding capital committed under the Invesco Subscription Agreement, as further explained below.

Schedule of Net Exposure With Counterparties Where Amount At Risk Exceeded 10.0% of Stockholders’ Equity The following table summarizes our net exposure with those counterparties where the amount at risk exceeded 10.0% of stockholders’ equity as of June 30, 2025 and December 31, 2024.
$ in thousands Outstanding Principal Net Counterparty Exposure
Weighted Average Life (Years)(1)
June 30, 2025
Morgan Stanley Bank $ 330,876 $ 90,630 1.90
Citibank 1,157,206 296,130 3.91
Total $ 1,488,082 $ 386,760 3.46
December 31, 2024
Morgan Stanley Bank $ 342,009 $ 101,931 2.40
Citibank 998,995 260,459 4.51
Barclays 199,305 51,591 4.32
Wells Fargo 179,462 48,058 4.39
Total $ 1,719,771 $ 462,039 4.05
(1) Assumes all extension options are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.

Schedule of Maturities of Long-Term Debt
The following table shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of June 30, 2025:
$ in thousands
Secured Lending Agreements(1)
Term Lending Agreement(1)
Total
Year
2025 (remaining) $ — $ — $ —
2026 — — —
2027 330,876 — 330,876
2028 427,164 — 427,164
2029 834,494 126,836 961,330
2030 86,641 20,837 107,478
Thereafter — — —
Total $ 1,679,175 $ 147,673 $ 1,826,848
(1) Assumes all extension options are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.

v3.25.2

Collateralized Loan Obligations (Tables)
6 Months Ended

Jun. 30, 2025

Transfers and Servicing [Abstract]

Schedule of Assets and Associated Liabilities Accounted for as Secured Borrowings
The table below summarizes our collateralized loan obligations as of June 30, 2025.
Facility Collateral
$ in thousands Term
Weighted Average Interest Rate(1)
Amount Outstanding Fair Value Count Principal Balance Outstanding Fair Value
INCREF 2025-FL1 Oct 2042 6.27% $ 998,234 $ 1,001,129 30 $ 1,217,359 $ 1,220,104
Total $ 998,234 $ 1,001,129 30 $ 1,217,359 $ 1,220,104
(1) Represents the weighted average interest rate in effect as of June 30, 2025.

Schedule of Variable Interest Entities The following table details the assets and liabilities of our consolidated VIE:
$ in thousands June 30, 2025
Assets:
Restricted cash $ 150
Commercial real estate loan investments, at fair value 1,220,104
Interest receivable 3,918
Total assets $ 1,224,172
Liabilities:
Collateralized loan obligations, at fair value $ 1,001,129
Interest payable 2,086
Total liabilities $ 1,003,215

v3.25.2

Derivatives and Hedging Activities (Tables)
6 Months Ended

Jun. 30, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions
The following table summarizes changes in the notional amount of our currency forward contracts during the six months ended June 30, 2025:
Local Currency
In thousands Notional Amount as of December 31, 2024 Additions Settlement,
Termination,
Expiration
or Exercise Notional Amount as of June 30, 2025 Notional Amount as of June 30, 2025
Buy USD / Sell EUR Forward € 39,474 € — € (1,717) € 37,757 $ 42,876
Buy USD / Sell GBP Forward £ 19,417 £ 33,834 £ (989) £ 52,262 $ 70,372

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value
The table below presents the fair value of our currency forward contracts, as well as their classification on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:
$ in thousands Fair Value as of
June 30, 2025 December 31, 2024
Derivative Assets $ — $ 4,064
Derivative Liabilities $ 3,590 $ —
The following table summarizes the effect of currency forward contracts reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025:
$ in thousands Three Months Ended June 30, 2025
Derivatives not designated as hedging instruments Realized gain (loss) on derivative instruments, net Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Currency Forward Contracts $ (4) $ (5,358) $ (5,362)
$ in thousands Six Months Ended June 30, 2025
Derivatives not designated as hedging instruments Realized gain (loss) on derivative instruments, net Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Currency Forward Contracts $ 113 $ (7,655) $ (7,542)

Schedule of Gain (Loss) on Derivative Instruments
The following table summarizes the effect of currency forward contracts reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025:
$ in thousands Three Months Ended June 30, 2025
Derivatives not designated as hedging instruments Realized gain (loss) on derivative instruments, net Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Currency Forward Contracts $ (4) $ (5,358) $ (5,362)
$ in thousands Six Months Ended June 30, 2025
Derivatives not designated as hedging instruments Realized gain (loss) on derivative instruments, net Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Currency Forward Contracts $ 113 $ (7,655) $ (7,542)

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)
The following table illustrates the unrealized foreign exchange impact recognized in the condensed consolidated statements of comprehensive income in the three and six months ended June 30, 2025, of our loans and secured financing arrangements as well as the offsetting gain (loss) on derivative instruments in the periods:
$ in thousands Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Unrealized foreign exchange gain (loss) on loans $ 25,479 $ 36,303
Unrealized foreign exchange gain (loss) on secured financing facilities (20,404) (29,073)
Gain (loss) on derivative instruments, net (5,362) (7,542)
Net impact of hedged foreign exchange $ (287) $ (312)

v3.25.2

Fair Value of Financial Instruments (Tables)
6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables detail our financial instruments measured at fair value on a recurring basis:
June 30, 2025
Fair Value Measurements Using:
$ in thousands Level 1 Level 2 Level 3 Total at Fair Value
Assets:
Commercial real estate loan investments $ — $ 1,220,104 $ 2,330,274 $ 3,550,378
Real estate-related securities — 9,763 — 9,763
Total assets $ — $ 1,229,867 $ 2,330,274 $ 3,560,141
Liabilities:
Secured lending agreements $ — $ — $ 1,679,778 $ 1,679,778
Term lending agreements — — 147,732 147,732
Collateralized loan obligations — 1,001,129 — 1,001,129
Derivative liabilities — 3,590 — 3,590
Total liabilities $ — $ 1,004,719 $ 1,827,510 $ 2,832,229
December 31, 2024
Fair Value Measurements Using:
$ in thousands Level 1 Level 2 Level 3 Total at Fair Value
Assets:
Commercial real estate loan investments $ — $ — $ 2,391,078 $ 2,391,078
Derivative assets — 4,064 — 4,064
Total assets $ — $ 4,064 $ 2,391,078 $ 2,395,142
Liabilities:
Secured lending agreements $ — $ — $ 1,720,350 $ 1,720,350
Term lending agreements — — 134,518 134,518
Total liabilities $ — $ — $ 1,854,868 $ 1,854,868

Schedule Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation
The following table shows a reconciliation of the beginning and ending fair value measurements of our commercial real estate loan investments classified as Level 3:
$ in thousands Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Beginning Balance $ 2,788,480 $ 2,391,078
Transfers from Level 3 into Level 2 (1,220,104) (1,220,104)
Loan originations and fundings 735,453 1,120,159
Net unrealized gain (loss) 935 2,791
Foreign currency adjustments 25,510 36,350
Ending Balance $ 2,330,274 $ 2,330,274

Schedule of Fair Value Measurement Inputs and Valuation Techniques
The following tables summarize the significant unobservable inputs supporting the fair value measurement of our investments in commercial loans:
$ in thousands June 30, 2025
Type Fair Value Valuation Technique Unobservable Input Weighted Average Rate Range
Weighted Average Life (years)(1)
Commercial loans $ 2,330,274 Discounted cash flow Discount rate 6.25%
5.04% - 11.96%
0.48

December 31, 2024
Type Valuation Technique Unobservable Input Weighted Average Rate Range
Weighted Average Life (years)(1)
Commercial loans Discounted cash flow Discount rate 7.16%
5.90% - 12.12%
0.56
(1) Based on expected cash flows and potential prepayments.
(2) Weighted average rate and life are not applicable for loans held by the consolidated CLO, as they were not valued using a discounted cash flow approach. Loans held by the CLO are valued using the more observable fair value of the notes issued by the CLO.
The following tables summarize the significant unobservable inputs used in the fair value measurement of our secured financing facilities:
June 30, 2025
Type Valuation Technique Unobservable Input Weighted Average Rate Range
Weighted Average Life (years)(1)
Secured financing facilities Discounted cash flow Discount rate 5.85%
4.02% - 6.56%
0.46
December 31, 2024
Type Valuation Technique Unobservable Input Weighted Average Rate Range Weighted Average Life (years)
Secured financing facilities Discounted cash flow Discount rate 6.20%
4.88% - 6.72%
0.56

(1) Based on expected cash flows and potential prepayments.

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
The following table shows a reconciliation of the beginning and ending fair value measurements of our revolving credit facility:
$ in thousands Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Beginning Balance $ — $ —
Proceeds from revolving credit facility — 135,000
Repayment of revolving credit facility — (135,000)
Net unrealized (gain) loss — —
Ending Balance $ — $ —
The following tables show a reconciliation of the beginning and ending fair value measurements of our secured financing facilities:
Three Months Ended June 30, 2025
$ in thousands Secured Lending Agreements Term Lending Agreement Total
Beginning Balance $ 2,015,125 $ 134,518 $ 2,149,643
Proceeds from secured financing facilities 522,592 13,155 535,747
Repayments of secured financing facilities (878,561) — (878,561)
Net unrealized (gain) loss 218 59 277
Unrealized foreign currency (gain) loss 20,404 — 20,404
Ending Balance $ 1,679,778 $ 147,732 $ 1,827,510
Six Months Ended June 30, 2025
$ in thousands Secured Lending Agreements Term Lending Agreement Total
Beginning Balance $ 1,720,350 $ 134,518 $ 1,854,868
Proceeds from secured financing facilities 808,893 13,155 822,048
Repayments of secured financing facilities (878,561) — (878,561)
Net unrealized (gain) loss 23 59 82
Unrealized foreign currency (gain) loss $ 29,073 $ — $ 29,073
Ending Balance $ 1,679,778 $ 147,732 $ 1,827,510

v3.25.2

Accounts Payable, Accrued Expenses and Other Liabilities (Tables)
6 Months Ended

Jun. 30, 2025

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities
The following table details the components of accounts payable, accrued expenses and other liabilities as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Accounts payable and accrued expenses $ 2,336 $ 2,073
Subscriptions paid in advance (1)
22,776 19,784
Accrued common stock repurchases 184 55
Other liabilities 567 1,247
Total $ 25,863 $ 23,159

(1) Represents subscriptions received by our transfer agent prior to the date the subscriptions are effective.

v3.25.2

Related Party Transactions (Tables)
6 Months Ended

Jun. 30, 2025

Related Party Transactions [Abstract]

Schedule of Components of Due to Affiliates
The following table details the components of due to affiliates as of June 30, 2025 and December 31, 2024.
$ in thousands June 30, 2025 December 31, 2024
Advanced organizational, offering and operating expenses $ 12,542 $ 14,214
Reimbursable operating expenses 3,405 3,454
Adviser commitment fee payable 3,246 2,357
Stockholder servicing fees 16,174 8,503
Management fees 1,348 746
Performance fees 1,258 2,068
Total $ 37,973 $ 31,342
$ in thousands Class S
Shares Class S-1 Shares Class D
Shares Class D-1 Shares
For the period ended June 30, 2025 $ 4 $ 1,062 $ — $ —
For the year ended December 31, 2024 $ 1 $ 761 $ — $ —
The following table summarizes the upfront selling commissions for each class of shares payable at the time of subscription and the stockholder servicing fee we pay the Dealer Manager on an annualized basis as a percentage of the NAV for such class:
Class S
Shares Class S-1 Shares Class D
Shares Class D -1
Shares Class I
Shares Class E
Shares Class F
Shares
Maximum Upfront Selling Commissions
(% of Transaction Price)
up to 3.5%
up to 3.5%
up to 1.5%
up to 1.5%
— — —
Stockholder Servicing Fee
(% of NAV) 0.85% 0.85% 0.25% 0.25% — — —
The tables below summarize the number of shares and the total purchase price of the shares owned by affiliates as of June 30, 2025 and as of December 31, 2024.
June 30, 2025
$ in thousands, except share amounts Class S Shares Class S-1 Shares Class D Shares Class D-1 Shares Class I Shares Class E Shares Class F Shares Total Purchase Price
Invesco Realty, Inc.(1)
1,196,923 — 1,197,628 — 1,194,434 1,189,256 — $ 120,000
Invesco Advisers, Inc.(2)
— — — — — 182,121 — 4,636
Members of our board of directors (3)
— — — — — 33,861 — 866
Total 1,196,923 — 1,197,628 — 1,194,434 1,405,238 — $ 125,502
(1) Shares issued to Invesco Realty, Inc. are governed by the terms of the Invesco Subscription Agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 11 - “Redeemable Common Stock - Related Party” for further information.
(2) Shares issued to Invesco Advisers, Inc. are governed by the terms of our Advisory Agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 11 - “Redeemable Common Stock - Related Party” for further information.
(3) Represents shares issued to members of our board of directors, including stock awards under our Share-Based Compensation Plan. Total Purchase Price for stock awards issued under our Share-Based Compensation Plan represents the value of shares issued as equity compensation.

December 31, 2024
$ in thousands, except share amounts Class S Shares Class S-1 Shares Class D Shares Class D-1 Shares Class I Shares Class E Shares Class F Shares Total Purchase Price
Invesco Realty, Inc.(1)
1,496,143 — 1,497,041 — 1,492,906 1,483,196 — $ 150,000
Invesco Advisers, Inc.(2)
— — — — — 35,937 — 908
Members of our board of directors (3)
— — — — — 25,416 — 646
Total 1,496,143 — 1,497,041 — 1,492,906 1,544,549 — $ 151,554

v3.25.2

Redeemable Common Stock - Related Party (Tables)
6 Months Ended

Jun. 30, 2025

Temporary Equity Disclosure [Abstract]

Schedule of Stock by Class
The following tables summarize the changes in redeemable common stock for the six months ended June 30, 2025 and 2024:
$ in thousands Class S Redeemable Common Stock Class D Redeemable Common Stock Class I Redeemable Common Stock Class E Redeemable Common Stock Total Redeemable Common Stock
Balance as of December 31, 2024 $ 37,554 $ 37,554 $ 37,565 $ 38,694 $ 151,367
Issuance of redeemable common stock — — — 2,814 2,814
Repurchase of redeemable common stock (7,500) (7,500) (7,500) (7,500) (30,000)
Adjustment to carrying value of redeemable common stock (4) (5) (1) 170 160
Balance as of March 31, 2025 $ 30,050 $ 30,049 $ 30,064 $ 34,178 $ 124,341
Issuance of redeemable common stock — — — 1,062 1,062
Repurchase of redeemable common stock — — — (148) (148)
Adjustment to carrying value of redeemable common stock (23) (22) (39) 29 (55)
Balance as of June 30, 2025 $ 30,027 $ 30,027 $ 30,025 $ 35,121 $ 125,200
$ in thousands Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock
Balance as of December 31, 2023 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340
Issuance of redeemable common stock — — — — —
Adjustment to carrying value of redeemable common stock — — — — —
Balance as of March 31, 2024 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340
Issuance of redeemable common stock — — — 145 145
Repurchase of redeemable common stock (25,000) (25,000) (25,000) (25,000) (100,000)
Adjustment to carrying value of redeemable common stock 35 35 13 92 175
Balance as of June 30, 2024 $ 1,370 $ 1,370 $ 1,348 $ 1,572 $ 5,660
The following tables summarize the changes in our outstanding shares of redeemable common stock shares for the six months ended June 30, 2025 and 2024:
Class S Redeemable Common
Shares Class D Redeemable Common
Shares Class I Redeemable Common
Shares Class E Redeemable Common
Shares Total Redeemable Common Stock
Outstanding Shares as of December 31, 2024 1,496,143 1,497,041 1,492,906 1,519,133 6,005,223
Issuance of redeemable common stock — — — 110,485 110,485
Repurchase of redeemable common stock (299,220) (299,413) (298,472) (293,940) (1,191,045)
Outstanding Shares as of March 31, 2025 1,196,923 1,197,628 1,194,434 1,335,678 4,924,663
Issuance of redeemable common stock — — — 41,491 41,491
Repurchase of redeemable common stock — — — (5,792) (5,792)
Outstanding Shares as of June 30, 2025 1,196,923 1,197,628 1,194,434 1,371,377 4,960,362
Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock
Outstanding Shares as of December 31, 2023 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925
Issuance of redeemable common stock — — — — —
Outstanding Shares as of March 31, 2024 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925
Issuance of redeemable common stock — — — 5,792 5,792
Repurchase of redeemable common stock (997,920) (997,921) (998,825) (995,972) (3,990,638)
Outstanding Shares as of June 30, 2024 54,567 54,566 53,662 62,284 225,079

v3.25.2

Stockholders’ Equity (Tables)
6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Schedule of Common Stock Outstanding Roll Forward
The table below summarizes changes in our outstanding shares of common stock for the six months ended June 30, 2025 and 2024. We did not issue any Class D-1 Shares as of June 30, 2025.
Six Months Ended June 30, 2025
Class S
Shares Class S-1 Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F Shares Total
Total Outstanding Shares as of December 31, 2024 1,502,214 7,226,062 1,499,147 — 4,171,608 1,635,105 8,218,258 24,252,394
Issuance of common stock to unaffiliated stockholders 3,969 3,261,421 8,211 — 1,088,268 8,244 — 4,370,113
Common stock distribution reinvestment — 98,095 99 — 36,810 1,370 161,371 297,745
Issuance of redeemable common shares(1)
— — — — — 110,485 — 110,485
Repurchase of common stock (111) (21,833) (111) — (8,678) — — (30,733)
Repurchase of redeemable common stock (299,220) — (299,413) — (298,472) (293,940) — (1,191,045)
Total Outstanding Shares as of March 31, 2025 1,206,852 10,563,745 1,207,933 — 4,989,536 1,461,264 8,379,629 27,808,959
Issuance of common stock 146,445 3,203,781 — — 1,542,452 9,001 — 4,901,679
Stock awards(2)
— — — — — 7,700 — 7,700
Issuance of redeemable common stock(1)
— — — — — 41,491 — 41,491
Common stock distribution reinvestment 240 133,400 198 — 48,497 1,484 157,380 341,199
Repurchase of common stock — (23,808) — — (70,026) (1,954) — (95,788)
Repurchase of redeemable common stock — — — — — (5,792) — (5,792)
Total Outstanding Shares as of
June 30, 2025(1)
1,353,537 13,877,118 1,208,131 — 6,510,459 1,513,194 8,537,009 32,999,448
(1) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.
(2) Represents shares issued to independent directors under the Incentive Plan.
Six Months Ended June 30, 2024
Class S
Shares Class S-1 Shares Class D
Shares Class I
Shares Class E
Shares Class F Shares Total
Total Outstanding Shares as of December 31, 2023 1,052,598 1,054,174 1,052,598 1,383,506 1,067,805 — 5,610,681
Issuance of common stock to unaffiliated stockholders — 1,467,311 — 656,221 57,994 — 2,181,526
Common stock distribution reinvestment — 21,860 — 8,245 622 — 30,727
Total Outstanding Shares as of March 31, 2024 1,052,598 2,543,345 1,052,598 2,047,972 1,126,421 — 7,822,934
Issuance of common stock 5,757 1,258,476 — 448,043 10,707 4,747,348 6,470,331
Stock awards(1)
— — — — 3,340 — 3,340
Issuance of redeemable common stock(2)
— — — — 5,792 — 5,792
Common stock distribution reinvestment — 71,248 — 31,704 1,582 — 104,534
Repurchase of common stock — — — (1,200) — (1,200)
Repurchase of redeemable common stock (997,920) — (997,921) (998,825) (995,972) — (3,990,638)
Total Outstanding Shares as of June 30, 2024 60,435 3,873,069 54,677 1,527,694 151,870 4,747,348 10,415,093
(1) Represents shares issued to independent directors under the Incentive Plan.
(2) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.

Schedule of Dividends Declared
The tables below detail the aggregate distributions declared per share for each applicable class of stock for the three and six months ended June 30, 2025 and June 30, 2024:

Three Months Ended June 30, 2025
Class S
Shares Class S-1
Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F
Shares
Aggregate distribution declared per share $ 0.4800 $ 0.4800 $ 0.4800 $ — $ 0.4800 $ 0.4800 $ 0.4800
Stockholder servicing fee per share (0.0046) (0.0533) — — — — —
Net distribution declared per share $ 0.4754 $ 0.4267 $ 0.4800 $ — $ 0.4800 $ 0.4800 $ 0.4800
Six Months Ended June 30, 2025
Class S
Shares Class S-1
Shares Class D
Shares Class D-1
Shares Class I
Shares Class E
Shares Class F
Shares
Aggregate distribution declared per share $ 0.9800 $ 0.9800 $ 0.9800 $ — $ 0.9800 $ 0.9800 $ 0.9800
Stockholder servicing fee per share (0.0049) (0.1061) — — — — —
Net distribution declared per share $ 0.9751 $ 0.8739 $ 0.9800 $ — $ 0.9800 $ 0.9800 $ 0.9800
Three Months Ended June 30, 2024
Class S
Shares Class S-1
Shares Class D
Shares Class I
Shares Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800
Stockholder servicing fee per share (0.0017) (0.0529) — — — —
Net distribution declared per share $ 0.7783 $ 0.7271 $ 0.7800 $ 0.7800 $ 0.7800 $ 0.7800
Six Months Ended June 30, 2024
Class S
Shares Class S-1
Shares Class D
Shares Class I
Shares Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share $ 1.6400 $ 1.6400 $ 1.6400 $ 1.6400 $ 1.6400 $ 0.7800
Stockholder servicing fee per share (0.0017) (0.1063) — — — —
Net distribution declared per share $ 1.6383 $ 1.5337 $ 1.6400 $ 1.6400 $ 1.6400 $ 0.7800

v3.25.2

Earnings per Common Share (Tables)
6 Months Ended

Jun. 30, 2025

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted
Earnings per share for the three and six months ended June 30, 2025 and 2024 is computed as presented in the table below.
Three Months Ended June 30, Six Months Ended June 30,
$ in thousands, except share and per share amounts 2025 2024 2025 2024
Net income (loss) available to common stockholders $ 8,287 $ 3,620 $ 19,922 $ 8,300
Weighted average common shares outstanding 31,307,099 10,729,623 29,281,449 8,956,409
Effect of dilutive restricted stock awards 27 28 52 306
Diluted weighted average common shares outstanding 31,307,126 10,729,651 29,281,501 8,956,715
Earnings (loss) per share:
Basic $ 0.26 $ 0.34 $ 0.68 $ 0.93
Diluted $ 0.26 $ 0.34 $ 0.68 $ 0.93

v3.25.2

Subsequent Events (Tables)
6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

Schedule of Stockholders Equity
Subsequent to June 30, 2025, we issued the following shares of common stock:
$ in thousands except share amounts Shares Issued to Third Parties
Shares Issued to Affiliates(1)(2)
DRP Shares(3)
Class S 20,686 — 250
Class S-1 2,194,519 — 53,917
Class D — — 67
Class D-1 — — —
Class I 983,178 — 19,793
Class E 8,166 54,719 537
Class F — — 53,033
Total 3,206,549 54,719 127,597
Total net proceeds(4)
$ 80,564 $ — $ 3,240
(1)Affiliates include related parties discussed in Note 10 - “Related Party Transactions”.
(2)Includes 52,637 Class E shares issued to our Adviser as payment for management fees of $1.3 million and 2,082 Class E shares issued as equity compensation to an independent director in an amount equal to $53,000, both of which are excluded from Total net proceeds.
(3)Represents shares issued under our distribution reinvestment plan.
(4)With respect to DRP Shares, Total net proceeds represents total value of shares issued under our distribution reinvestment plan.

v3.25.2

Organization and Business Purpose (Details)
6 Months Ended

Jun. 30, 2025

segment

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Number of operating segments 1

v3.25.2

Commercial Real Estate Loan Investments - Investments in Commercial Real Estate Loans (Details) - Commercial Real Estate Loan Investments - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Fair Value, Option, Quantitative Disclosures [Line Items]

Loan amount $ 3,851,789 $ 2,688,628

Principal Balance Outstanding 3,546,862 2,390,362

Fair Value $ 3,550,378 $ 2,391,078

Weighted Average Interest Rate (in percent) 7.13% 7.38%

Weighted Average Life (years) 3 years 11 months 19 days 4 years 3 months 7 days

Senior loans

Fair Value, Option, Quantitative Disclosures [Line Items]

Loan amount $ 3,821,789 $ 2,658,628

Principal Balance Outstanding 3,525,717 2,385,124

Fair Value $ 3,529,233 $ 2,385,840

Weighted Average Interest Rate (in percent) 7.10% 7.37%

Weighted Average Life (years) 3 years 11 months 19 days 4 years 3 months 3 days

Mezzanine loans

Fair Value, Option, Quantitative Disclosures [Line Items]

Loan amount $ 30,000 $ 30,000

Principal Balance Outstanding 21,145 5,238

Fair Value $ 21,145 $ 5,238

Weighted Average Interest Rate (in percent) 12.07% 12.23%

Weighted Average Life (years) 4 years 4 months 2 days 4 years 10 months 2 days

v3.25.2

Commercial Real Estate Loan Investments - Narrative (Details)

Jun. 30, 2025

Commercial Real Estate Loan Investments

Fair Value, Option, Quantitative Disclosures [Line Items]

Weighted average loan-to-value ratio 66.00%

v3.25.2

Real Estate-Related Securities - Schedule Of Real Estate-Related Securities (Details) - Real Estate-Related Securities - USD ($)
3 Months Ended 6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Dec. 31, 2024

Fair Value, Option, Quantitative Disclosures [Line Items]

Principal Balance $ 9,814,000 $ 9,814,000

Unamortized Premium (Discount) (71,000) (71,000)

Amortized Cost 9,743,000 9,743,000

Unrealized Gain (Loss), Net 20,000 $ 0 20,000 $ 0

Fair Value $ 9,763,000 $ 9,763,000 $ 0

Period-end Weighted Average Yield (in percent) 6.22% 6.22%

v3.25.2

Real Estate-Related Securities - Narrative (Details) - USD ($)

Jun. 30, 2025

Dec. 31, 2024

Real Estate-Related Securities

Fair Value, Option, Quantitative Disclosures [Line Items]

Fair Value $ 9,763,000 $ 0

v3.25.2

Borrowings - Maturities of Outstanding Borrowings (Details)
$ in Thousands

Jun. 30, 2025

USD ($)

Debt Instrument [Line Items]

2025 (remaining) $ 0

2026 0

2027 330,876

2028 427,164

2029 961,330

2030 107,478

Thereafter 0

Total 1,826,848

Secured Debt | Secured Lending Agreements

Debt Instrument [Line Items]

2025 (remaining) 0

2026 0

2027 330,876

2028 427,164

2029 834,494

2030 86,641

Thereafter 0

Total 1,679,175

Secured Debt | Term Lending Agreement

Debt Instrument [Line Items]

2025 (remaining) 0

2026 0

2027 0

2028 0

2029 126,836

2030 20,837

Thereafter 0

Total $ 147,673

v3.25.2

Collateralized Loan Obligations - Summary Of Collateralized Loan Obligations (Details) - Collateralized loan obligations
$ in Thousands

Jun. 30, 2025

USD ($)

instrument

May 07, 2025

USD ($)

Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]

Weighted Average Interest Rate (in percent) 6.27%

Facility, Amount Outstanding $ 998,234

Facility, Fair Value $ 1,001,129

Asset Pledged as Collateral

Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]

Collateral, Count | instrument 30

Collateral, Principal Balance Outstanding $ 1,217,359

Collateral, Fair Value $ 1,220,104 $ 1,200,000

v3.25.2

Collateralized Loan Obligations - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

May 07, 2025

Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]

Proceeds from issuance of collateralized loan obligations $ 995,738 $ 0

Interest expense $ 37,323 $ 13,843 68,620 24,249

Collateralized loan obligations

Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]

Face amount of notes $ 1,200,000

Retention 219,000

Discount 2,500 2,500

Unrealized gain (loss) on loans, net (5,153) $ 0 (5,153) $ 0

Interest expense 9,800

Collateralized loan obligations | Asset Pledged as Collateral

Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]

Collateral, Fair Value 1,220,104 1,220,104 $ 1,200,000

Proceeds from issuance of collateralized loan obligations $ 995,700

Unrealized gain (loss) on loans, net $ (2,500)

v3.25.2

Collateralized Loan Obligations - Consolidated VIE (Details) - USD ($)
$ in Thousands

Jun. 30, 2025

Dec. 31, 2024

Variable Interest Entity [Line Items]

Restricted cash $ 23,058 $ 19,813

Interest receivable 15,204 12,600

Total assets ^[1] 3,700,591 2,508,194

Collateralized loan obligations, at fair value 1,001,129 0

Interest payable 8,851 8,344

Total liabilities ^[1] 2,909,949 1,921,478

Commercial Real Estate Loan Investments

Variable Interest Entity [Line Items]

Fair Value 3,550,378 $ 2,391,078

Variable Interest Entity, Primary Beneficiary

Variable Interest Entity [Line Items]

Restricted cash 150

Interest receivable 3,918

Total assets 1,224,172

Collateralized loan obligations, at fair value 1,001,129

Interest payable 2,086

Total liabilities 1,003,215

Variable Interest Entity, Primary Beneficiary | Commercial Real Estate Loan Investments

Variable Interest Entity [Line Items]

Fair Value $ 1,220,104

[1]
(1) The condensed consolidated balance sheet at June 30, 2025 includes assets of $1.2 billion and liabilities of $1.0 billion of a consolidated collateralized loan obligation, which is a variable interest entity (“VIE”). The VIE’s assets can only be used to settle the obligations of the VIE. See Note 6, “Collateralized Loan Obligations”, for additional information.

v3.25.2

Derivatives and Hedging Activities - Unrealized Foreign Exchange Impact Recognized In Condensed Consolidated Statements Of Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Unrealized gain (loss) on secured financing facilities, net $ (20,681) $ (199) $ (29,155) $ (922)

Gain (loss) on derivative instruments, net (5,362) 0 (7,542) 0

Commercial Real Estate Loan Investments

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Unrealized Gain (Loss), Net 26,414 $ 285 39,094 $ 1,203

Foreign Exchange Forward

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Gain (loss) on derivative instruments, net (5,362) (7,542)

Foreign Exchange Forward | Not Designated as Hedging Instrument

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Unrealized gain (loss) on secured financing facilities, net (20,404) (29,073)

Gain (loss) on derivative instruments, net (5,362) (7,542)

Net impact of hedged foreign exchange (287) (312)

Foreign Exchange Forward | Commercial Real Estate Loan Investments | Not Designated as Hedging Instrument

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Unrealized Gain (Loss), Net $ 25,479 $ 36,303

v3.25.2

Derivatives and Hedging Activities - Changes in the Notional Amount of our Currency Forward Contracts (Details) - 6 months ended Jun. 30, 2025 - Foreign Exchange Forward - Not Designated as Hedging Instrument
€ in Thousands, £ in Thousands, $ in Thousands

EUR (€)

USD ($)

GBP (£)

Derivative, Notional Amount [Roll Forward]

Beginning balance € 39,474 £ 19,417

Additions 0 33,834

Settlement, Termination, Expiration or Exercise (1,717) (989)

Ending balance € 37,757 £ 52,262

Euro Member Countries, Euro

Derivative, Notional Amount [Roll Forward]

Ending balance $ 42,876

United Kingdom, Pounds

Derivative, Notional Amount [Roll Forward]

Ending balance $ 70,372

v3.25.2

Derivatives and Hedging Activities - Fair Value of our Currency Forward Contracts (Details) - USD ($)
$ in Thousands

Jun. 30, 2025

Dec. 31, 2024

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Derivative assets $ 0 $ 4,064

Derivative liabilities 3,590 0

Foreign Exchange Forward | Not Designated as Hedging Instrument

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Derivative assets 0 4,064

Derivative liabilities $ 3,590 $ 0

v3.25.2

Derivatives and Hedging Activities - Effect of Currency Forward Contracts Reported in Gain (Loss) on Derivative Instruments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Unrealized gain (loss), net $ (7,542) $ 0

Gain (loss) on derivative instruments, net $ (5,362) $ 0 (7,542) $ 0

Foreign Exchange Forward

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Realized gain (loss) on derivative instruments, net (4) 113

Unrealized gain (loss), net (5,358) (7,655)

Gain (loss) on derivative instruments, net $ (5,362) $ (7,542)

v3.25.2

Fair Value of Financial Instruments - Reconciliation (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Foreign currency adjustments $ 123 $ 26 $ 0 $ 149 $ 0

Revolving Credit Facility | Long-Term Debt | Line of Credit

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning Balance 0 0 0

Proceeds 0 135,000

Repayments 0 (135,000)

Net unrealized (gain) loss 0 0

Ending Balance 0 0 0

Secured Debt | Long-Term Debt | Line of Credit

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning Balance 2,149,643 1,854,868 1,854,868

Proceeds 535,747 822,048

Repayments (878,561) (878,561)

Net unrealized (gain) loss 277 82

Unrealized foreign currency (gain) loss 20,404 29,073

Ending Balance 1,827,510 2,149,643 1,827,510

Secured Debt | Secured Lending Agreements | Long-Term Debt | Line of Credit

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning Balance 2,015,125 1,720,350 1,720,350

Proceeds 522,592 808,893

Repayments (878,561) (878,561)

Net unrealized (gain) loss 218 23

Unrealized foreign currency (gain) loss 20,404 29,073

Ending Balance 1,679,778 2,015,125 1,679,778

Secured Debt | Term Lending Agreement | Long-Term Debt | Line of Credit

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning Balance 134,518 134,518 134,518

Proceeds 13,155 13,155

Repayments 0 0

Net unrealized (gain) loss 59 59

Unrealized foreign currency (gain) loss 0 0

Ending Balance 147,732 134,518 147,732

Commercial Real Estate Loan Investments

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning Balance 2,788,480 2,391,078 2,391,078

Transfers from Level 3 into Level 2 (1,220,104) (1,220,104)

Loan originations and fundings 735,453 1,120,159

Net unrealized gain (loss) 935 2,791

Foreign currency adjustments 25,510 36,350

Ending Balance $ 2,330,274 $ 2,788,480 $ 2,330,274

v3.25.2

Accounts Payable, Accrued Expenses and Other Liabilities (Details) - USD ($)
$ in Thousands

Jun. 30, 2025

Dec. 31, 2024

Jun. 30, 2024

Payables and Accruals [Abstract]

Accounts payable and accrued expenses $ 2,336 $ 2,073

Subscriptions paid in advance 22,776 19,784

Accrued common stock repurchases 184 55 $ 29

Other liabilities 567 1,247

Total $ 25,863 $ 23,159

v3.25.2

Related Party Transactions - Stockholder Servicing Fees (Details) - Dealer Manager - Affiliated Entity - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Class S Common Stock

Related Party Transaction [Line Items]

Stockholder service fee $ 4 $ 1

Class S-1 Common Stock

Related Party Transaction [Line Items]

Stockholder service fee 1,062 761

Class D Common Stock

Related Party Transaction [Line Items]

Stockholder service fee 0 0

Class D-1 Common Stock

Related Party Transaction [Line Items]

Stockholder service fee $ 0 $ 0

v3.25.2

Redeemable Common Stock - Related Party - Narrative (Details)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

USD ($)

shares

Jun. 30, 2025

USD ($)

shares

Affiliated Entity | Invesco Subscription Agreement

Temporary Equity [Line Items]

Maximum purchase commitment $ 300,000

Capital callable under purchase commitment 150,000

Additional capital callable under purchase commitment 150,000

Called capital under purchase commitment 120,000

Stock repurchase, minimum net asset value threshold to submit $ 1,500,000 1,500,000

Amount of shares to be held by related party $ 200

Subsidiaries | Adviser | Class E Redeemable Common Stock

Temporary Equity [Line Items]

Issuance of redeemable common stock, management fees (in shares) | shares 41,491 70,791

v3.25.2

Earnings per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Earnings Per Share [Abstract]

Net income (loss) available to common stockholders $ 8,287 $ 3,620 $ 19,922 $ 8,300

Weighted average common shares outstanding (in shares) 31,307,099 10,729,623 29,281,449 8,956,409

Effect of dilutive restricted stock awards (in shares) 27 28 52 306

Diluted weighted average common shares outstanding (in shares) 31,307,126 10,729,651 29,281,501 8,956,715

Earnings (loss) per share:

Basic (in dollars per share) $ 0.26 $ 0.34 $ 0.68 $ 0.93

Diluted (in dollars per share) $ 0.26 $ 0.34 $ 0.68 $ 0.93

v3.25.2

Commitments and Contingencies (Details) - USD ($)
$ in Thousands
6 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Other Commitments [Line Items]

Collateralized loan obligations, at fair value $ 1,001,129 $ 0

Unfunded Loan Commitment

Other Commitments [Line Items]

Collateralized loan obligations, at fair value $ 304,900

Term of related loan (in years) 1 year 9 months 21 days

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2025	Aug. 04, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2025
Document Transition Report	false
Entity File Number	000-56564
Entity Registrant Name	Invesco Commercial Real Estate Finance Trust, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	92-1080856
Entity Address, Address Line One	2300 N Field Street
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	972
Local Phone Number	715-7400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Central Index Key	0001976927
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class S Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,374,472
Class S-1 Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,110,555
Class D Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,208,198
Class I Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,477,399
Class E Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,576,616
Class F Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,590,042

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Net Interest Income
Other interest income	$ 1,059	$ 587	$ 2,034	$ 828
Interest expense	(37,323)	(13,843)	(68,620)	(24,249)
Net interest income	19,007	7,159	35,526	12,134
Other Income (Expense)
Unrealized gain (loss) on secured financing facilities, net	(20,681)	(199)	(29,155)	(922)
Gain (loss) on derivative instruments, net	(5,362)	0	(7,542)	0
Gain (loss) on foreign currency transactions, net	(117)	0	(108)	0
Commitment fee income, net of related party expense of $3,246, $5,365, $2,120 and $3,518 for the three and six months ended June 30, 2025 and 2024, respectively	3,459	2,120	5,578	3,518
Other income	290	249	579	350
Total other income (expense), net	(1,130)	2,455	3,313	4,149
Expenses
Management and performance fees - related party	1,838	952	3,668	1,302
Debt issuance and other financing costs related to borrowings, at fair value	5,478	3,221	10,394	3,690
Organizational costs	0	14	2	19
General and administrative	2,274	1,800	4,824	2,958
Total expenses	9,590	5,987	18,888	7,969
Net income (loss)	8,287	3,627	19,951	8,314
Dividends to preferred stockholders	0	(7)	(2)	(14)
Issuance and redemption costs of redeemed preferred stock	0	0	(27)	0
Net income (loss) attributable to common stockholders, basic	8,287	3,620	19,922	8,300
Net income (loss) attributable to common stockholders, diluted	8,287	3,620	19,922	8,300
Currency translation adjustment	123	0	149	0
Comprehensive income (loss)	8,410	3,627	20,100	8,314
Issuance and redemption costs of redeemed preferred stock	0	0	(27)	0
Comprehensive income (loss) attributable to common stockholders	$ 8,410	$ 3,620	$ 20,071	$ 8,300
Earnings (loss) per share:
Basic (in dollars per share)	$ 0.26	$ 0.34	$ 0.68	$ 0.93
Diluted (in dollars per share)	$ 0.26	$ 0.34	$ 0.68	$ 0.93
Weighted average number of shares of common stock
Basic (in shares)	31,307,099	10,729,623	29,281,449	8,956,409
Diluted (in shares)	31,307,126	10,729,651	29,281,501	8,956,715
Commercial Real Estate Loan Investments
Net Interest Income
Interest income	$ 55,221	$ 20,415	$ 102,062	$ 35,555
Other Income (Expense)
Unrealized gain (loss) on loans, net	26,414	285	39,094	1,203
Real Estate-Related Securities
Net Interest Income
Interest income	50	0	50	0
Other Income (Expense)
Unrealized gain (loss) on loans, net	20	0	20	0
Collateralized loan obligations
Net Interest Income
Interest expense			(9,800)
Other Income (Expense)
Unrealized gain (loss) on loans, net	$ (5,153)	$ 0	$ (5,153)	$ 0

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Common Stock (Unaudited) - USD ($) $ in Thousands	Total	Series A Preferred Stock Series A Preferred Stock	Common Stock Class S Common Stock	Common Stock Class S-1 Common Stock	Common Stock Class D Common Stock	Common Stock Class D-1 Common Stock	Common Stock Class I Common Stock	Common Stock Class E Common Stock	Common Stock Class F Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Class F Common Stock	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit)
Beginning balance at Dec. 31, 2023	$ 25,472	$ 205	$ 0	$ 11	$ 0	$ 0	$ 3	$ 0	$ 0	$ 32,549		$ 0	$ (7,296)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	4,687												4,687
Proceeds from issuance of common stock, net of offering costs	52,971			14			7	1		52,949
Common stock distribution reinvestment	773									773
Common stock dividends	(6,311)												(6,311)
Preferred stock dividends	(7)												(7)
Amortization of equity based compensation	17									17
Ending balance at Mar. 31, 2024	77,602	205	0	25	0	0	10	1	0	86,288		0	(8,927)
Beginning balance at Dec. 31, 2023	105,340
Redeemable Common Stock
Proceeds from issuance of redeemable common stock	0
Adjustment to the carrying value of redeemable common stock	0
Ending balance at Mar. 31, 2024	105,340
Beginning balance at Dec. 31, 2023	25,472	205	0	11	0	0	3	0	0	32,549		0	(7,296)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	8,314
Repurchase of common stock	(29)
Foreign currency translation adjustment	0
Ending balance at Jun. 30, 2024	238,055	205	0	39	0	0	15	1	47	250,304		0	(12,556)
Beginning balance at Dec. 31, 2023	105,340
Ending balance at Jun. 30, 2024	5,660
Beginning balance at Mar. 31, 2024	77,602	205	0	25	0	0	10	1	0	86,288		0	(8,927)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3,627												3,627
Proceeds from issuance of common stock, net of offering costs	161,630			13			5			161,565	$ 47
Common stock distribution reinvestment	2,636			1						2,635
Common stock dividends	(7,249)												(7,249)
Preferred stock dividends	(7)												(7)
Amortization of equity based compensation	20									20
Repurchase of common stock	(29)									(29)
Foreign currency translation adjustment	0
Adjustment to the carrying value of redeemable common stock	(175)									(175)
Ending balance at Jun. 30, 2024	238,055	205	0	39	0	0	15	1	47	250,304		0	(12,556)
Beginning balance at Mar. 31, 2024	105,340
Redeemable Common Stock
Proceeds from issuance of redeemable common stock	145
Repurchase of redeemable common stock	(100,000)
Adjustment to the carrying value of redeemable common stock	175
Ending balance at Jun. 30, 2024	5,660
Beginning balance at Dec. 31, 2024	435,349	205	0	72	0	0	27	1	82	448,947		(65)	(13,920)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	11,664												11,664
Proceeds from issuance of common stock, net of offering costs	105,668			33			11			105,624
Common stock distribution reinvestment	7,568			1					2	7,565
Common stock dividends	(12,943)												(12,943)
Preferred stock dividends	(2)												(2)
Amortization of equity based compensation	19									19
Repurchase of common stock	(754)									(754)
Redemption of preferred stock	(232)	(205)											(27)
Foreign currency translation adjustment	26											26
Adjustment to the carrying value of redeemable common stock	(160)									(160)
Ending balance at Mar. 31, 2025	546,203	0	0	106	0	0	38	1	84	561,241		(39)	(15,228)
Beginning balance at Dec. 31, 2024	151,367
Redeemable Common Stock
Proceeds from issuance of redeemable common stock	2,814
Repurchase of redeemable common stock	(30,000)
Adjustment to the carrying value of redeemable common stock	160
Ending balance at Mar. 31, 2025	124,341
Beginning balance at Dec. 31, 2024	435,349	205	0	72	0	0	27	1	82	448,947		(65)	(13,920)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	19,951
Repurchase of common stock	(3,200)
Foreign currency translation adjustment	149
Ending balance at Jun. 30, 2025	665,442	0	2	139	0	0	53	1	85	686,368		84	(21,290)
Beginning balance at Dec. 31, 2024	151,367
Ending balance at Jun. 30, 2025	125,200
Beginning balance at Mar. 31, 2025	546,203	0	0	106	0	0	38	1	84	561,241		(39)	(15,228)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	8,287												8,287
Proceeds from issuance of common stock, net of offering costs	118,808		2	32			15			118,759
Common stock distribution reinvestment	8,670			1			1		1	8,667
Common stock dividends	(14,349)												(14,349)
Amortization of equity based compensation	43									43
Repurchase of common stock	(2,398)						(1)			(2,397)
Foreign currency translation adjustment	123											123
Adjustment to the carrying value of redeemable common stock	55									55
Ending balance at Jun. 30, 2025	665,442	$ 0	$ 2	$ 139	$ 0	$ 0	$ 53	$ 1	$ 85	$ 686,368		$ 84	$ (21,290)
Beginning balance at Mar. 31, 2025	124,341
Redeemable Common Stock
Proceeds from issuance of redeemable common stock	1,062
Repurchase of redeemable common stock	(148)
Adjustment to the carrying value of redeemable common stock	(55)
Ending balance at Jun. 30, 2025	$ 125,200

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024
Cash flows from operating activities:
Net income (loss)	$ 19,951	$ 8,314
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized (gain) loss on secured financing facilities, net	29,155	922
(Gain) loss on derivative instruments, net	7,542	0
Debt issuance costs	8,732	2,090
Amortization of equity based compensation and other	300	37
Change in operating assets and liabilities:
Increase in operating assets	(3,441)	(1,763)
(Increase) decrease in due from affiliates	0	(675)
(Decrease) increase in operating liabilities	(392)	2,341
(Decrease) increase in due to affiliate	2,836	8,463
Net cash provided by operating activities	30,722	18,526
Cash flows from investing activities:
Principal payments on real estate-related securities	51	0
Settlement of foreign currency forward contracts, net	113	0
Net cash used in investing activities	(1,129,789)	(506,304)
Cash flows from financing activities:
Proceeds from revolving credit facility	135,000	192,000
Repayment of revolving credit facility	(135,000)	(196,000)
Proceeds from secured financing facilities	822,048	439,447
Repayment of secured financing facilities	(878,561)	(48,476)
Proceeds from issuance of collateralized loan obligations	995,738	0
Proceeds from issuance of common stock, net of offering costs	212,363	194,465
Repurchase of common stock	(3,023)	0
Repurchase of redeemable common stock	(30,148)	(100,000)
Redemption of preferred stock	(232)	0
Proceeds from subscriptions paid in advance	22,776	9,927
Cash paid for debt issuance costs	(8,263)	(1,326)
Payments of dividends	(9,788)	(11,704)
Net cash provided by financing activities	1,122,910	478,333
Effect of exchange rate changes on cash, cash equivalents and restricted cash	40	0
Net change in cash, cash equivalents and restricted cash	23,883	(9,445)
Cash, cash equivalents and restricted cash, beginning of period	100,034	25,541
Cash, cash equivalents and restricted cash, end of period	123,917	16,096
Supplemental disclosures:
Interest paid	67,875	23,464
Non-cash investing and financing activities:
Dividends and distributions declared not paid	5,033	1,599
Common stock distribution reinvestment	16,238	3,409
Issuance of redeemable common stock for payment of management and performance fees	3,876	145
Deferred offering costs due to affiliate	0	(78)
Offering costs due to affiliates	7,671	3,352
Debt issuance costs due to affiliate	0	685
Adjustment to carrying value of redeemable common stock	105	175
Accrued common stock repurchases	184	29
Commercial Real Estate Loan Investments
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized (gain) loss	(39,094)	(1,203)
Cash flows from investing activities:
Originations, funding, and purchases of assets at fair value	(1,120,159)	(506,304)
Real Estate-Related Securities
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized (gain) loss	(20)	0
Cash flows from investing activities:
Originations, funding, and purchases of assets at fair value	(9,794)	0
Collateralized loan obligations
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized (gain) loss	$ 5,153	$ 0

Organization and Business Purpose	6 Months Ended
Organization and Business Purpose	Jun. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Purpose	Organization and Business Purpose Invesco Commercial Real Estate Finance Trust, Inc. (the “Company” or “we”) is a Maryland corporation incorporated in October 2022. Our primary investment strategy is to originate, acquire and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate. We commenced investing activities in May 2023. We own substantially all of our assets through Invesco Commercial Real Estate Finance Investments, L.P. (the “Operating Partnership”), a wholly-owned subsidiary. We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm. We qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023. We have one operating segment. We operate our business in a manner that permits our exclusion from the definition of an “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are structured as a perpetual-life REIT and are engaging in a continuous, unlimited private placement offering of our common stock to “accredited investors” (as defined by Rule 501 promulgated pursuant to the Securities Act) (the “Continuous Offering”) under exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws. The Class S, Class S-1, Class D, Class D-1, Class I, and Class E shares sold in our Continuous Offering have different upfront selling commissions, ongoing stockholder servicing fees, management fees and performance fees.

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2025
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Consolidation Certain disclosures included in our Annual Report on Form 10-K are not required to be included on an interim basis in our quarterly reports on Form 10-Q. We have condensed or omitted these disclosures. Therefore, this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024. Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and consolidate the financial statements of the Company and its controlled subsidiaries. In determining whether we have a controlling financial interest in a partially owned entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have both the power to direct the most significant activities impacting the economic performance of the VIE and the obligation to absorb losses or receive benefits significant to the VIE. See additional information on our VIEs in Note 6— “Collateralized Loan Obligations.” All significant intercompany transactions, balances, revenues and expenses are eliminated in consolidation. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of our financial condition and results of operations for the periods presented. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Examples of estimates may include, but are not limited to, estimates of the fair values of financial instruments and estimated payment periods for certain stockholder servicing fee liabilities. Actual results may differ from those estimates. Significant Accounting Policies With the exception of the below, there have been no changes to our accounting policies included in Note 2 to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024. Cash and Cash Equivalents We consider all highly liquid investments that have original or remaining maturity dates of three months or less when purchased to be cash equivalents. Certain cash balances may be held in brokerage accounts that also hold our securities investments and may be swept into money market funds that meet the criteria for classification as cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value due to the highly liquid and short-term nature of these instruments. We may have cash balances in excess of federally insured amounts. We mitigate our risk of loss by maintaining cash deposits with high credit-quality institutions and by actively monitoring the credit risk of our counterparties. Income Taxes We elect to treat certain of our corporate subsidiaries as taxable REIT subsidiaries (“TRS”) which are subject to federal, state and local corporate income tax, as applicable. TRSs hold investments in assets, income streams, operating companies and associated expenses that produce non-qualifying items for purposes of REIT testing. Current income tax expense is recorded within other income (expense) on our condensed consolidated statements of comprehensive income. Deferred tax assets, and any valuation allowances, or deferred tax liabilities are recorded within other assets or other liabilities, as applicable, on our condensed consolidated balance sheets. For both the three and six months ended June 30, 2025, tax expense and related balances were not material. Fair Value Measurement We have elected the fair value option for our commercial real estate loan investments, real estate-related securities, secured lending and term lending agreements (collectively, our secured financing facilities), our revolving credit facility, and our collateralized loan obligations (“CLO”). The Company believes the fair value option will provide its financial statements users with reduced complexity, greater consistency, understandability and comparability. In the month that we originate or acquire a loan, we value our commercial real estate loan investments at fair value, which approximates par. Thereafter, an independent valuation advisor values our commercial loan investments monthly using a discounted cash flow analysis. The yield used in the discounted cash flow analysis is determined by comparing the features of the loan to the interest rates and terms required by lenders in the new loan origination market for similar loans and the yield required by investors acquiring similar loans in the secondary market as well as a comparison of current market and collateral conditions to those present at origination or acquisition. The Company elected to apply the measurement alternative for consolidated collateralized financing entities with respect to its managed CLO. Accordingly, commercial real estate loans and loan participations that are collateral assets within the consolidated CLO are measured using the fair value of the more observable CLO notes as an indicator of the fair value of the CLO assets as a whole. In determining the fair value of a particular real estate-related security, we use pricing service providers, who may may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate-related securities generally consider the attributes applicable to a particular class of the security (e.g., credit rating or seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. In the month that we enter into a borrowing arrangement, we value our revolving credit facility and secured financing facilities at fair value, which approximates par. Thereafter, an independent valuation advisor values our revolving credit facility and secured financing facilities monthly. The independent valuation advisor calculates the fair value of the revolving credit facility based on a determination of the price that would be paid by another market participant to assume the lender’s position in the transaction. The fair value of secured financing facilities is calculated using a discounted cash flow analysis where the remaining debt service cash flow, based on the contractual economics stated in the loan agreement, is valued using a market interest rate which reflects an estimate for how a lender would price an equivalent loan for the remaining term. Additionally, we consider current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The market rate of interest is adjusted to reflect our own credit risk for recourse borrowings. We generally determine the fair value of the collateralized loan obligations by utilizing third party pricing services and broker-dealer quotations. We conduct an ongoing evaluation of their valuation methodologies and processes and review the individual valuations themselves. Our review consists of consideration of a variety of factors, including market transaction information for the particular bond, market transaction information for similar bonds, the bond’s ratings and the bond’s subordination levels. Our currency forward contracts are valued by an independent pricing service based on contractual cash flows and quoted foreign currency rates available in an active market. When determining the fair value of our forward currency contracts as of each measurement date, we consider the effect of counterparty nonperformance risk as a part of the valuation process and include a credit risk adjustment where appropriate. Real Estate-Related Securities We invest in debt securities of real estate companies. We have elected the fair value option for accounting for investments in debt securities. We record changes in fair value of debt securities as unrealized gain (loss) from real estate-related securities and interest income on debt securities as interest income in our condensed consolidated statements of comprehensive income. Collateralized Loan Obligations The Company financed a pool of loans and loan participations from its existing loan portfolio through a managed CLO, INCREF 2025-FL1 (“INCREF 2025-FL1” or the “CLO”). The Company consolidates the CLO because it determined that the CLO issuer is a VIE and that the Company is the primary beneficiary of such VIE. The collateral assets of the CLO include the pool of loans and loan participations, which are included on the condensed consolidated balance sheets at June 30, 2025 as commercial real estate loan investments, at fair value. The notes issued by the consolidated CLO are included on the Company’s condensed consolidated balance sheets as collateralized loan obligations, at fair value. Collateralized loan obligations consist solely of obligations held by third party rated note holders and exclude the retained tranches held by the Company, which are eliminated in consolidation of the CLO. The interest income from the CLO’s collateral assets and interest expense on the CLO notes are presented on a gross basis within interest income and Interest expense, respectively, in the condensed consolidated statements of comprehensive income. Because we elected the fair value option for our collateralized loan obligations, we record any changes in their fair values as unrealized gain (loss) on collateralized loan obligations, net in our condensed consolidated statements of comprehensive income.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2025, we had unfunded commitments of $304.9 million for certain of our commercial real estate loan investments. The unfunded commitments consist of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitments over the weighted average remaining term of the related loans of 1.81 years. We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business. From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2025, the Company was not involved in any material legal proceedings.

Segment Reporting	6 Months Ended
Segment Reporting	Jun. 30, 2025
Segment Reporting [Abstract]
Segment Reporting	Segment ReportingWe conduct our business as a single operating segment. Because the accounting policies for the segment are the same as those described in Note 2 “Summary of Significant Accounting Policies,” to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024, total segment net income and total segment assets are equal to total net income and total assets, as reported on our condensed consolidated statements of comprehensive income and condensed consolidated balance sheets, respectively. All revenues for the segment are derived from external customers.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Business Purpose (Details)	6 Months Ended
Organization and Business Purpose (Details)	Jun. 30, 2025 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1

Commercial Real Estate Loan Investments - Investments in Commercial Real Estate Loans (Details) - Commercial Real Estate Loan Investments - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Dec. 31, 2024
Fair Value, Option, Quantitative Disclosures [Line Items]
Loan amount	$ 3,851,789	$ 2,688,628
Principal Balance Outstanding	3,546,862	2,390,362
Fair Value	$ 3,550,378	$ 2,391,078
Weighted Average Interest Rate (in percent)	7.13%	7.38%
Weighted Average Life (years)	3 years 11 months 19 days	4 years 3 months 7 days
Senior loans
Fair Value, Option, Quantitative Disclosures [Line Items]
Loan amount	$ 3,821,789	$ 2,658,628
Principal Balance Outstanding	3,525,717	2,385,124
Fair Value	$ 3,529,233	$ 2,385,840
Weighted Average Interest Rate (in percent)	7.10%	7.37%
Weighted Average Life (years)	3 years 11 months 19 days	4 years 3 months 3 days
Mezzanine loans
Fair Value, Option, Quantitative Disclosures [Line Items]
Loan amount	$ 30,000	$ 30,000
Principal Balance Outstanding	21,145	5,238
Fair Value	$ 21,145	$ 5,238
Weighted Average Interest Rate (in percent)	12.07%	12.23%
Weighted Average Life (years)	4 years 4 months 2 days	4 years 10 months 2 days

Commercial Real Estate Loan Investments - Property Type And Geographic Distribution (Details) - Commercial Real Estate Loan Investments $ in Thousands, € in Millions, £ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2025 USD ($)	Dec. 31, 2024 USD ($)	Jun. 30, 2025 EUR (€)	Jun. 30, 2025 GBP (£)
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 3,550,378	$ 2,391,078
Commercial Real Estate Loan Investments Benchmark \| Property Type Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	100.00%	100.00%
Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	100.00%	100.00%
United States:
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 3,016,030	$ 2,106,670
United States: \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	85.00%	88.00%
West
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 936,346	$ 738,754
West \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	26.40%	30.70%
South
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 743,486	$ 520,733
South \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	20.90%	21.80%
East
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 826,998	$ 688,518
East \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	23.30%	28.80%
Midwest
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 37,438	$ 30,331
Midwest \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	1.10%	1.30%
Various U.S
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 471,762	$ 128,334
Various U.S \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	13.30%	5.40%
Non-US:
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 534,348	$ 284,408
Non-US: \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	15.00%	12.00%
Europe
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 203,595	$ 180,178
Europe \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	5.70%	7.60%
United Kingdom
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 330,753	$ 104,230		£ 241.2
United Kingdom \| Commercial Real Estate Loan Investments Benchmark \| Geographic Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	9.30%	4.40%
France
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value \| €			€ 81.8
Spain
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value \| €			€ 91.6
Multifamily
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 1,424,815	$ 1,252,147
Multifamily \| Commercial Real Estate Loan Investments Benchmark \| Property Type Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	40.10%	52.40%
Industrial
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 1,682,829	$ 1,042,720
Industrial \| Commercial Real Estate Loan Investments Benchmark \| Property Type Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	47.40%	43.60%
Self-storage
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 121,290	$ 96,211
Self-storage \| Commercial Real Estate Loan Investments Benchmark \| Property Type Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	3.40%	4.00%
Student housing
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 321,444	$ 0
Student housing \| Commercial Real Estate Loan Investments Benchmark \| Property Type Concentration Risk
Fair Value, Option, Quantitative Disclosures [Line Items]
Concentration risk (in percent)	9.10%	0.00%

Commercial Real Estate Loan Investments - Narrative (Details)	Jun. 30, 2025
Commercial Real Estate Loan Investments
Fair Value, Option, Quantitative Disclosures [Line Items]
Weighted average loan-to-value ratio	66.00%

Borrowings - Summary of Repurchase Agreement and Revolving Line of Credit Borrowings (Details) $ in Thousands, € in Millions, £ in Millions	Jun. 30, 2025 USD ($)	Jun. 30, 2025 EUR (€)	Jun. 30, 2025 GBP (£)	Dec. 31, 2024 USD ($)	Aug. 31, 2024 USD ($)	Jul. 31, 2024 USD ($)
Debt Instrument [Line Items]
Amount Outstanding	$ 1,826,848
Secured Debt \| Line of Credit
Debt Instrument [Line Items]
Maximum Facility Size	3,212,517
Available Capacity	1,385,669
Amount Outstanding	1,826,848			$ 1,854,289
Fair Value	1,827,510			1,854,868
Secured Debt \| Term Lending Agreement
Debt Instrument [Line Items]
Amount Outstanding	147,673
Secured Debt \| Term Lending Agreement \| Line of Credit
Debt Instrument [Line Items]
Maximum Facility Size					$ 300,000
Fair Value	$ 147,732			134,518
Secured Debt \| Term Lending Agreement \| Line of Credit \| INCREF Lending II
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)	6.59%	6.59%	6.59%
Maximum Facility Size	$ 300,000
Available Capacity	152,327
Amount Outstanding	147,673			134,518
Fair Value	$ 147,732			134,518
Secured Debt \| Term Financing \| Line of Credit \| INCREF Lending I
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)	6.32%	6.32%	6.32%
Maximum Facility Size	$ 837,517
Available Capacity	107,475
Amount Outstanding	730,042			722,672
Fair Value	$ 730,203			722,796
Secured Debt \| Repurchase Agreements \| Line of Credit \| INCREF Lending I
Debt Instrument [Line Items]
Maximum Facility Size						$ 837,500
Secured Debt \| Repurchase Agreements \| Line of Credit \| Morgan Stanley Bank
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)	5.85%	5.85%	5.85%
Maximum Facility Size	$ 500,000
Available Capacity	169,124
Amount Outstanding	330,876			342,009
Fair Value	$ 330,880			342,079
Secured Debt \| Repurchase Agreements \| Line of Credit \| Citibank
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)	5.54%	5.54%	5.54%
Maximum Facility Size	$ 500,000
Available Capacity	72,836
Amount Outstanding	427,164			276,323
Fair Value	$ 427,486	€ 138.7	£ 192.9	276,653
Secured Debt \| Repurchase Agreements \| Line of Credit \| Barclays
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)
Maximum Facility Size	$ 500,000
Available Capacity	500,000
Amount Outstanding	0			199,305
Fair Value	$ 0			199,326
Secured Debt \| Repurchase Agreements \| Line of Credit \| Wells Fargo
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)	6.02%	6.02%	6.02%
Maximum Facility Size	$ 300,000
Available Capacity	195,548
Amount Outstanding	104,452			179,462
Fair Value	$ 104,477			179,496
Secured Debt \| Repurchase Agreements \| Line of Credit \| Bank of Montreal
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)
Maximum Facility Size	$ 25,000
Available Capacity	25,000
Amount Outstanding	0			0
Fair Value	$ 0			0
Secured Debt \| Repurchase Agreements \| Line of Credit \| Capital One
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)	5.81%	5.81%	5.81%
Maximum Facility Size	$ 250,000
Available Capacity	163,359
Amount Outstanding	86,641
Fair Value	$ 86,732
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Weighted Average Interest rate (in percent)	7.20%	7.20%	7.20%
Maximum Facility Size	$ 162,000
Available Capacity	162,000
Amount Outstanding	0			0
Fair Value	$ 0			$ 0

Borrowings - Narrative (Details) - Line of Credit $ in Thousands, € in Millions, £ in Millions	6 Months Ended
	Jun. 30, 2025 USD ($) d lender	Jun. 30, 2025 EUR (€) lender	Jun. 30, 2025 GBP (£) lender	Dec. 31, 2024 USD ($)	Aug. 31, 2024 USD ($)	Jul. 31, 2024 USD ($) extensionOption
Secured Debt
Line of Credit Facility [Line Items]
Maximum borrowings	$ 3,212,517
Borrowings	1,827,510			$ 1,854,868
Secured Debt \| Term Lending Agreement
Line of Credit Facility [Line Items]
Maximum borrowings					$ 300,000
Loans pledged as collateral	190,300
Borrowings	147,732			134,518
Secured Debt \| Secured Lending Agreements
Line of Credit Facility [Line Items]
Loans pledged as collateral	$ 1,200,000
Number of financial institutions \| lender	6	6	6
Secured Debt \| Secured Lending Agreements \| INCREF Lending I
Line of Credit Facility [Line Items]
Maximum borrowings						$ 837,500
Loans pledged as collateral	$ 919,000
Debt term (in years)						2 years
Number of extension options \| extensionOption						3
Extension option term (in years)						1 year
Secured Debt \| Secured Lending Agreements \| Citibank
Line of Credit Facility [Line Items]
Maximum borrowings	500,000
Borrowings	427,486	€ 138.7	£ 192.9	276,653
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowings	162,000
Borrowings	$ 0			$ 0
Revolving Credit Facility \| Subscription Agreements Credit Facility
Line of Credit Facility [Line Items]
Threshold days \| d	30
Revolving Credit Facility \| Uncommitted Tranche, Subscription Agreements Credit Facility
Line of Credit Facility [Line Items]
Threshold business days \| d	15
Revolving Credit Facility \| Funded Tranche, Subscription Agreements Credit Facility
Line of Credit Facility [Line Items]
Threshold years from issuance	3 years
Threshold years from after notice \| d	360

Collateralized Loan Obligations - Summary Of Collateralized Loan Obligations (Details) - Collateralized loan obligations $ in Thousands	Jun. 30, 2025 USD ($) instrument	May 07, 2025 USD ($)
Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]
Weighted Average Interest Rate (in percent)	6.27%
Facility, Amount Outstanding	$ 998,234
Facility, Fair Value	$ 1,001,129
Asset Pledged as Collateral
Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]
Collateral, Count \| instrument	30
Collateral, Principal Balance Outstanding	$ 1,217,359
Collateral, Fair Value	$ 1,220,104	$ 1,200,000

Derivatives and Hedging Activities - Changes in the Notional Amount of our Currency Forward Contracts (Details) - 6 months ended Jun. 30, 2025 - Foreign Exchange Forward - Not Designated as Hedging Instrument € in Thousands, £ in Thousands, $ in Thousands	EUR (€)	USD ($)	GBP (£)
Derivative, Notional Amount [Roll Forward]
Beginning balance	€ 39,474		£ 19,417
Additions	0		33,834
Settlement, Termination, Expiration or Exercise	(1,717)		(989)
Ending balance	€ 37,757		£ 52,262
Euro Member Countries, Euro
Derivative, Notional Amount [Roll Forward]
Ending balance		$ 42,876
United Kingdom, Pounds
Derivative, Notional Amount [Roll Forward]
Ending balance		$ 70,372

Derivatives and Hedging Activities - Fair Value of our Currency Forward Contracts (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative assets	$ 0	$ 4,064
Derivative liabilities	3,590	0
Foreign Exchange Forward \| Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative assets	0	4,064
Derivative liabilities	$ 3,590	$ 0

Fair Value of Financial Instruments - Assets and Liabilities Measured At Fair Value On A Recurring Basis (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Assets:
Derivative assets, at fair value	$ 0	$ 4,064,000
Total assets	3,560,141,000	2,395,142,000
Liabilities:
Derivative liabilities, at fair value	3,590,000	0
Total liabilities	2,832,229,000	1,854,868,000
Commercial Real Estate Loan Investments
Assets:
Fair value, option, assets	3,550,378,000	2,391,078,000
Real Estate-Related Securities
Assets:
Fair value, option, assets	9,763,000	0
Collateralized loan obligations
Liabilities:
Fair Value	1,001,129,000
Line of Credit \| Secured Debt
Liabilities:
Borrowings	1,827,510,000	1,854,868,000
Line of Credit \| Secured Lending Agreements \| Secured Debt
Liabilities:
Borrowings	1,679,778,000	1,720,350,000
Line of Credit \| Term Lending Agreement \| Secured Debt
Liabilities:
Borrowings	147,732,000	134,518,000
Level 1
Assets:
Derivative assets, at fair value		0
Total assets	0	0
Liabilities:
Derivative liabilities, at fair value	0
Total liabilities	0	0
Level 1 \| Commercial Real Estate Loan Investments
Assets:
Fair value, option, assets	0	0
Level 1 \| Real Estate-Related Securities
Assets:
Fair value, option, assets	0
Level 1 \| Collateralized loan obligations
Liabilities:
Fair Value	0
Level 1 \| Line of Credit \| Secured Lending Agreements \| Secured Debt
Liabilities:
Borrowings	0	0
Level 1 \| Line of Credit \| Term Lending Agreement \| Secured Debt
Liabilities:
Borrowings	0	0
Level 2
Assets:
Derivative assets, at fair value		4,064,000
Total assets	1,229,867,000	4,064,000
Liabilities:
Derivative liabilities, at fair value	3,590,000
Total liabilities	1,004,719,000	0
Level 2 \| Commercial Real Estate Loan Investments
Assets:
Fair value, option, assets	1,220,104,000	0
Level 2 \| Real Estate-Related Securities
Assets:
Fair value, option, assets	9,763,000
Level 2 \| Collateralized loan obligations
Liabilities:
Fair Value	1,001,129,000
Level 2 \| Line of Credit \| Secured Lending Agreements \| Secured Debt
Liabilities:
Borrowings	0	0
Level 2 \| Line of Credit \| Term Lending Agreement \| Secured Debt
Liabilities:
Borrowings	0	0
Level 3
Assets:
Derivative assets, at fair value		0
Total assets	2,330,274,000	2,391,078,000
Liabilities:
Derivative liabilities, at fair value	0
Total liabilities	1,827,510,000	1,854,868,000
Level 3 \| Commercial Real Estate Loan Investments
Assets:
Fair value, option, assets	2,330,274,000	2,391,078,000
Level 3 \| Real Estate-Related Securities
Assets:
Fair value, option, assets	0
Level 3 \| Collateralized loan obligations
Liabilities:
Fair Value	0
Level 3 \| Line of Credit \| Secured Lending Agreements \| Secured Debt
Liabilities:
Borrowings	1,679,778,000	1,720,350,000
Level 3 \| Line of Credit \| Term Lending Agreement \| Secured Debt
Liabilities:
Borrowings	$ 147,732,000	$ 134,518,000

Fair Value of Financial Instruments - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Foreign currency adjustments	$ 123	$ 26	$ 0	$ 149	$ 0
Revolving Credit Facility \| Long-Term Debt \| Line of Credit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	0	0		0
Proceeds	0			135,000
Repayments	0			(135,000)
Net unrealized (gain) loss	0			0
Ending Balance	0	0		0
Secured Debt \| Long-Term Debt \| Line of Credit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	2,149,643	1,854,868		1,854,868
Proceeds	535,747			822,048
Repayments	(878,561)			(878,561)
Net unrealized (gain) loss	277			82
Unrealized foreign currency (gain) loss	20,404			29,073
Ending Balance	1,827,510	2,149,643		1,827,510
Secured Debt \| Secured Lending Agreements \| Long-Term Debt \| Line of Credit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	2,015,125	1,720,350		1,720,350
Proceeds	522,592			808,893
Repayments	(878,561)			(878,561)
Net unrealized (gain) loss	218			23
Unrealized foreign currency (gain) loss	20,404			29,073
Ending Balance	1,679,778	2,015,125		1,679,778
Secured Debt \| Term Lending Agreement \| Long-Term Debt \| Line of Credit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	134,518	134,518		134,518
Proceeds	13,155			13,155
Repayments	0			0
Net unrealized (gain) loss	59			59
Unrealized foreign currency (gain) loss	0			0
Ending Balance	147,732	134,518		147,732
Commercial Real Estate Loan Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	2,788,480	2,391,078		2,391,078
Transfers from Level 3 into Level 2	(1,220,104)			(1,220,104)
Loan originations and fundings	735,453			1,120,159
Net unrealized gain (loss)	935			2,791
Foreign currency adjustments	25,510			36,350
Ending Balance	$ 2,330,274	$ 2,788,480		$ 2,330,274

Fair Value of Financial Instruments - Significant Unobservable Inputs (Details) - 1220104000	Jun. 30, 2025 USD ($) yr	Dec. 31, 2024 yr
Commercial Real Estate Loan Investments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value \| $	$ 2,330,274,000
Weighted Average Life (years) \| Long-Term Debt
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Repurchase agreements, measurement input	0.46	0.56
Weighted Average Life (years) \| Commercial Real Estate Loan Investments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Commercial loans, measurement input	0.48	0.56
Weighted Average \| Discount rate \| Long-Term Debt
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Repurchase agreements, measurement input	0.0585	0.0620
Weighted Average \| Discount rate \| Commercial Real Estate Loan Investments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Commercial loans, measurement input	0.0625	0.0716
Minimum \| Discount rate \| Long-Term Debt
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Repurchase agreements, measurement input	0.0402	0.0488
Minimum \| Discount rate \| Commercial Real Estate Loan Investments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Commercial loans, measurement input	0.0504	0.059
Maximum \| Discount rate \| Long-Term Debt
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Repurchase agreements, measurement input	0.0656	0.0672
Maximum \| Discount rate \| Commercial Real Estate Loan Investments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Commercial loans, measurement input	0.1196	0.1212

Accounts Payable, Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Jun. 30, 2024
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	$ 2,336	$ 2,073
Subscriptions paid in advance	22,776	19,784
Accrued common stock repurchases	184	55	$ 29
Other liabilities	567	1,247
Total	$ 25,863	$ 23,159

Related Party Transactions - Components of Due to Affiliates (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Related Party Transaction [Line Items]
Other liabilities	$ 37,973	$ 31,342
Affiliated Entity
Related Party Transaction [Line Items]
Other liabilities	37,973	31,342
Affiliated Entity \| Advanced organizational, offering and operating expenses
Related Party Transaction [Line Items]
Other liabilities	12,542	14,214
Affiliated Entity \| Reimbursable operating expenses
Related Party Transaction [Line Items]
Other liabilities	3,405	3,454
Affiliated Entity \| Adviser commitment fee payable
Related Party Transaction [Line Items]
Other liabilities	3,246	2,357
Affiliated Entity \| Stockholder servicing fees
Related Party Transaction [Line Items]
Other liabilities	16,174	8,503
Affiliated Entity \| Management fees
Related Party Transaction [Line Items]
Other liabilities	1,348	746
Affiliated Entity \| Performance fees
Related Party Transaction [Line Items]
Other liabilities	$ 1,258	$ 2,068

Related Party Transactions - Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Dec. 31, 2024 USD ($)	Jun. 30, 2025 USD ($) fiscalQuarter shares	Jun. 30, 2024 USD ($)	Jun. 30, 2025 USD ($) shares	Jun. 30, 2024 USD ($)
Related Party Transaction [Line Items]
Other liabilities	$ 31,342	$ 37,973		$ 37,973
Advisory agreement, automatic renewals, term per renewal (in years)				1 year
Termination fee, average annual management fee, multiplier				3
Termination fee, term before termination (in months)				24 months
Adviser
Related Party Transaction [Line Items]
Management fees		1,300		$ 2,400
Accrued management fees		1,300		1,300
Performance fees		490		1,300
Accrued performance fees		$ 1,300		$ 1,300
Subsidiaries \| Adviser
Related Party Transaction [Line Items]
Organization and offering expenses, reimbursement term (in months)	52 months
Operating expenses reimbursement, average invested assets (in percent)		2.00%		2.00%
Operating expenses reimbursement, net income (in percent)		25.00%		25.00%
Reimbursement period, number of consecutive quarters \| fiscalQuarter		4
Adviser commitment fee, base rate (in percent)				0.50
Adviser commitment fee, base rate, loan origination (in percent)				0.005
Management and service fees, base rate (in percent)				1.00%
Management and service fees, incentive rate (in percent)				10.00%
Support personnel costs		$ 317	$ 218	$ 919	$ 450
Subsidiaries \| Adviser \| Class F Common Stock
Related Party Transaction [Line Items]
Management and service fees, base rate (in percent)				10.00%
Management and service fees, incentive rate (in percent)				6.00%
Performance fee, period to measure performance fee income				2 years
Subsidiaries \| Adviser \| Class E Redeemable Common Stock
Related Party Transaction [Line Items]
Issuance of redeemable common stock, management fees (in shares) \| shares		41,491		70,791
Issuance of redeemable common stock, performance fees (in shares) \| shares		0		81,185
Affiliated Entity
Related Party Transaction [Line Items]
Other liabilities	$ 31,342	$ 37,973		$ 37,973
Affiliated Entity \| Advanced organizational, offering and operating expenses
Related Party Transaction [Line Items]
Other liabilities	$ 14,214	$ 12,542		$ 12,542
Affiliated Entity \| Dealer Manager \| Common Class S And Class D
Related Party Transaction [Line Items]
Gross proceeds from sale of shares (in percent)				8.75%
Affiliated Entity \| Dealer Manager, Certain Participating Broker Dealers \| Common Class S And Class D
Related Party Transaction [Line Items]
Gross proceeds from sale of shares (in percent)				7.75%

Redeemable Common Stock - Related Party - Narrative (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2025 USD ($) shares	Jun. 30, 2025 USD ($) shares
Affiliated Entity \| Invesco Subscription Agreement
Temporary Equity [Line Items]
Maximum purchase commitment		$ 300,000
Capital callable under purchase commitment		150,000
Additional capital callable under purchase commitment		150,000
Called capital under purchase commitment		120,000
Stock repurchase, minimum net asset value threshold to submit	$ 1,500,000	1,500,000
Amount of shares to be held by related party		$ 200
Subsidiaries \| Adviser \| Class E Redeemable Common Stock
Temporary Equity [Line Items]
Issuance of redeemable common stock, management fees (in shares) \| shares	41,491	70,791

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			6 Months Ended		12 Months Ended
	Jan. 31, 2025	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024
Class of Stock [Line Items]
Issuance and redemption costs of redeemed preferred stock		$ 0		$ 0	$ 27	$ 0
Dividends		14,300		$ 7,300	27,300	$ 13,600
Dividends and distributions payable		$ 5,033			5,033		$ 3,765
Share repurchase plan participation, NAV threshold					$ 1,500,000
Repurchase of common stock (in shares)		(95,788)	(30,733)	(1,200)	(126,521)	(1,200)
Repurchase of common stock		$ (2,398)	$ (754)	$ (29)	$ (3,200)	$ (29)
2023 Equity Incentive Plan
Class of Stock [Line Items]
Share-based compensation, shares available for grant (in shares)		1,085,971		1,093,671	1,085,971	1,093,671
Common Stock
Class of Stock [Line Items]
Repurchase of common stock (in shares)				(1,200)
Related Party
Class of Stock [Line Items]
Dividends and distributions payable		$ 791			$ 791		$ 961
Class S Common Stock \| Common Stock
Class of Stock [Line Items]
Repurchase of common stock (in shares)		0	(111)	0
Class D Common Stock \| Common Stock
Class of Stock [Line Items]
Repurchase of common stock (in shares)		0	(111)	0
Class I Common Stock \| Common Stock
Class of Stock [Line Items]
Repurchase of common stock (in shares)		(70,026)	(8,678)	(1,200)
Repurchase of common stock		$ (1)
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, dividend rate (in percent)	12.50%				12.50%		12.50%
Redemption price per share (in dollars per share)		$ 1,000			$ 1,000
Liquidation preference (in dollars per share)	$ 1,000
Dividend rate, per annum (in dollars per share)	$ 125
Class S-1 Common Stock \| Common Stock
Class of Stock [Line Items]
Repurchase of common stock (in shares)		(23,808)	(21,833)	0
Class E Common Stock \| 2023 Equity Incentive Plan \| Restricted Stock
Class of Stock [Line Items]
Grants in period (in shares)		7,700		3,340
Share-based compensation expense		$ 43		$ 20	$ 62	$ 37
Class E Common Stock \| Common Stock
Class of Stock [Line Items]
Repurchase of common stock (in shares)		(1,954)	0
Private Placement
Class of Stock [Line Items]
Redeemed during period (in shares)	228
Private Placement \| Stapled Units
Class of Stock [Line Items]
Redeemed during period (in shares)	111
Private Placement \| Class S Common Stock
Class of Stock [Line Items]
Redeemed during period (in shares)	1
Private Placement \| Class D Common Stock
Class of Stock [Line Items]
Redeemed during period (in shares)	1
Private Placement \| Class I Common Stock
Class of Stock [Line Items]
Redeemed during period (in shares)	1
Private Placement \| New Stapled Units
Class of Stock [Line Items]
Redeemed during period (in shares)	117
Private Placement \| Series A Preferred Stock
Class of Stock [Line Items]
Redeemed during period (in shares)	1
Preferred stock, dividend rate (in percent)	12.50%
Proceeds from issuance of private placement	$ 232
Private Placement \| Class S-1 Common Stock
Class of Stock [Line Items]
Redeemed during period (in shares)	1

Commitments and Contingencies (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2025	Dec. 31, 2024
Other Commitments [Line Items]
Collateralized loan obligations, at fair value	$ 1,001,129	$ 0
Unfunded Loan Commitment
Other Commitments [Line Items]
Collateralized loan obligations, at fair value	$ 304,900
Term of related loan (in years)	1 year 9 months 21 days

Subsequent Events - Stock Issuance (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended	12 Months Ended
	Aug. 08, 2025	Jun. 30, 2025	Dec. 31, 2024
DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	127,597
Total consideration	$ 3,240
Class S Common Stock \| DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	250
Class S-1 Common Stock \| DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	53,917
Class D Common Stock \| DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	67
Class D-1 Common Stock \| DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Class I Common Stock \| DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	19,793
Class E Common Stock \| DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	537
Class F Common Stock \| DRP Shares \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	53,033
Related Party \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	3,206,549
Total consideration	$ 80,564
Related Party \| Class S Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	20,686
Related Party \| Class S-1 Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	2,194,519
Related Party \| Class D Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Related Party \| Class D-1 Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Related Party \| Class I Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	983,178
Related Party \| Class E Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	8,166
Related Party \| Class F Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Affiliated Entity
Subsequent Event [Line Items]
Total consideration		$ 125,502	$ 151,554
Affiliated Entity \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	54,719
Total consideration	$ 0
Affiliated Entity \| Class S Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		1,196,923	1,496,143
Affiliated Entity \| Class S Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Affiliated Entity \| Class S-1 Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		0	0
Affiliated Entity \| Class S-1 Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Affiliated Entity \| Class D Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		1,197,628	1,497,041
Affiliated Entity \| Class D Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Affiliated Entity \| Class D-1 Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		0	0
Affiliated Entity \| Class D-1 Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Affiliated Entity \| Class I Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		1,194,434	1,492,906
Affiliated Entity \| Class I Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Affiliated Entity \| Class E Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		1,405,238	1,544,549
Affiliated Entity \| Class E Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	54,719
Affiliated Entity \| Class F Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		0	0
Affiliated Entity \| Class F Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	0
Advisor \| Class E Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	52,637
Total consideration	$ 1,300
Independent Director \| Class E Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	2,082
Total consideration	$ 53