Subscription Facility. Borrower confirms that the Transactions are permitted under Section 4.3.1 of the Operating Agreement.
Subscription Facility a. The Company and certain of its affiliates, and the Adviser on behalf of the Company and/or certain of its affiliates, shall be authorized to incur indebtedness and/or enter into financing arrangements (in each case, including as a guarantor in respect thereof) under such terms and for any purpose permitted under this Subscription Agreement and/or the Company’s Articles of Amendment and Restatement (the “Articles”) (or equivalent document of any affiliate of the Company) as it may elect, including, but not limited to, on a joint and several basis with parallel funds, alternative investment vehicles and other affiliates of the Company. In connection therewith, the Company, certain of its affiliates and the Adviser shall be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to or in favor of a lender in (i) $150,000,000 minus the aggregate purchase price paid by the Subscriber with respect to the Shares purchased by the Subscriber as of the date of such pledge (the “Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Agreement, the Articles, and/or that certain Advisory Agreement dated as of March 23, 2023 (the “Advisory Agreement”), among the Company, the Adviser and Invesco Commercial Real Estate Finance Trust Investments, LP, a Delaware limited partnership (the “Operating Partnership”), including to deliver Purchase Notices (as defined below), to receive payment by the Subscriber of the purchase price for the Shares and the Subscriber’s Unused Capital Commitment, and to enforce all remedies against any subscriber (including the Subscriber) that fails to fund its respective Unused Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement and/or pursuant to one or more Purchase Notices), (iv) any account into which the Company and/or the Adviser may direct payment by the Subscriber of the purchase price for the Shares and/or its Unused Capital Commitment, in each case pursuant to a written notice from the Company to the Subscriber of each closing regarding the purchase of an amount of Shares at such closing (each, a “Purchase Notice”) or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”).
Subscription Facility. The obligations of the Investor REIT under this Agreement constitute a "Guarantee" as defined in each Subscription Agreement. The Secured Parties collectively constitute the "Lenders" as defined in each Subscription Agreement. The assignment or pledge pursuant to the Loan Documents by the Investor REIT of the Subscription Agreements and Capital Commitments of the Investors and the execution and delivery of the Investor Letters by the Investor REIT as attorney-in-fact for the Investors are expressly authorized by Section 5.7 of each Subscription Agreement.
Subscription Facility. The General Partner may seek, obtain and maintain (and may modify, replace and refinance) one or more credit facilities (each a “Subscription Facility”) with one or more third party lenders (individually and collectively the “Lender”). The amount of outstanding debt under all Subscription Facilities will not at any time exceed fifty percent (50%) of the Partners’ aggregate Capital Commitments and Reserve Commitments. Each Subscription Facility may be in the name and for the account of the Fund and/or any one or more Alternative Investment Vehicles, Operating Companies or other intermediate entities controlled by the Fund (each a “Facility Borrower”).
