Common use of Additional Commitment Amount Clause in Contracts

Additional Commitment Amount. Section 2.7(a) of the Subscription Agreement is hereby amended and restated in its entirety to read as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough): “The Company and certain of its affiliates, and the Adviser on behalf of the Company and/or certain of its affiliates, shall be authorized to incur indebtedness and/or enter into financing arrangements (in each case, including as a guarantor in respect thereof) under such terms and for any purpose permitted under this Subscription Agreement and/or the Company’s Articles of Amendment and Restatement dated as March 23, 2023 and filed with the State of Maryland Department of Assessments and Taxation on April 4, 2023 (as may be amended or restated, the “Articles”) (or equivalent document of any affiliate of the Company) as it may elect, including, but not limited to, on a joint and several basis with parallel funds, alternative investment vehicles and other affiliates of the Company. In connection therewith, the Company, certain of its affiliates and the Adviser shall be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to or in favor of a lender in (i) the Initial Commitment Amount and the Additional Commitment Amount $150,000,000 minus the aggregate purchase price paid by the Subscriber with respect to the Shares and “Additional Shares” (as such term is defined in Amendment No. 1) purchased by the Subscriber as of the date of such pledge pursuant to all previous Purchase Notices (as defined below) and/or Capital Calls (as such term is defined in Section 1.1(b) of the Original Subscription Agreement and/or Section 2 of Amendment No. 1, as applicable) plus all amounts distributed to the Subscriber in connection with a repurchase of all or any portion of its Shares by the Company pursuant to Section 2.5 of the Subscription Agreement which are subject to repurchase obligations, including pursuant to a Capital Call delivered pursuant to Section 1.1(d) of the Subscription Agreement (the USActive 60730736.6 “Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Agreement, the Articles, and/or that certain Amended and Restated Advisory Agreement, dated as of March 23 May 18, 2023, (as amended on August 24, 2023 and on December 5, 2023 (as may be amended and restated, the “Advisory Agreement”), among the Company, the Adviser and Invesco Commercial Real Estate Finance Trust Investments, LP, a Delaware limited partnership (the “Operating Partnership”), including to deliver Purchase Notices (as defined below) and Capital Calls (as such term is defined in Section 1.1(b) of the Original Subscription Agreement and/or Section 2 of Amendment No. 1, as applicable), to receive payment by the Subscriber of the purchase price for the Shares, Additional Shares and the Subscriber’s Unused Capital Commitment, and to enforce all remedies against any subscriber (including the Subscriber) that fails to fund its respective Unused Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Shares and Additional Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement and/or pursuant to one or more Purchase Notices), (iv) any account into which the Company and/or the Adviser may direct payment by the Subscriber of the purchase price for the Shares, Additional Shares and/or its Unused Capital Commitment, in each case pursuant to a written notice from the Company to the Subscriber of each closing regarding the purchase of an amount of Shares and/or Additional Shares at such closing (each, a “Purchase Notice”) or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”).”

Additional Commitment Amount. Section 2.7(a) of Upon the Subscription Agreement is hereby amended and restated in its entirety to read as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough): “The Company and certain of its affiliatesEffective Date, and the Adviser on behalf of the Company and/or certain of its affiliates, shall be authorized deliver to incur indebtedness and/or enter into financing arrangements Investor $75,000 (in each case, including as a guarantor in respect thereof) under such terms and for any purpose permitted under this Subscription Agreement and/or the Company’s Articles of Amendment and Restatement dated as March 23, 2023 and filed with the State of Maryland Department of Assessments and Taxation on April 4, 2023 (as may be amended or restated“Additional Commitment Amount”). Subject to Section 10.1(e), the “Articles”) (or equivalent document of any affiliate of Company shall have 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 option to pledge, charge, mortgage, assign, transfer and grant security interests to or in favor of a lender in (i) the Initial Commitment Amount and pay the Additional Commitment Amount $150,000,000 minus in restricted Common Shares (such Shares referred to as the aggregate purchase “Additional Commitment Shares”) at a price paid equal to 70% of the lowest of the daily VWAPs of the Common Stock on the three trading days prior to the Effective Date by delivering irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the third Trading Day immediately following the Effective Date, a certificate representing the Additional Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Effective Date). Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.7 hereof. For the avoidance of all doubt, the Additional Commitment Amount or the Additional Commitment Shares, as the case may be, shall be fully earned as of the Effective Date, regardless of whether any Put Notices are issued by the Subscriber with respect to Company or settled hereunder. Upon issuance, the Initial Commitment Shares and shall constitute “Additional Sharesrestricted securities” (as such term is defined in Amendment NoRule 144(a)(3) under the 1933 Act and, subject to the provisions of subsection (d) of this Section 10.1, the certificates representing the Initial Commitment Shares shall bear a restrictive legend that such Shares may only be sold upon registration under the 1933 Act or an exemption to such requirement. 1) purchased by the Subscriber as The Company shall deliver a copy of the date of such pledge pursuant to all previous Purchase Notices (as defined below) and/or Capital Calls (as such term is defined in Section 1.1(b) Company’s issuance resolution authorizing the issuance of the Original Subscription Agreement and/or Section 2 of Amendment No. 1, as applicable) plus all amounts distributed Additional Commitment Shares to the Subscriber in connection Investor contemporaneously with a repurchase of all or any portion of its Shares by the Company pursuant to Section 2.5 issuance of the Subscription Agreement which are subject to repurchase obligations, including pursuant to a Capital Call delivered pursuant to Section 1.1(d) Additional Commitment Shares. The Additional Commitment Shares shall not constitute Registrable Securities and shall not be included in the Registration Statement in accordance with the terms of the Subscription Agreement (the USActive 60730736.6 “Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Registration Rights Agreement, the Articles, and/or that certain Amended and Restated Advisory Agreement, dated as of March 23 May 18, 2023, (as amended on August 24, 2023 and on December 5, 2023 (as may be amended and restated, the “Advisory Agreement”), among the Company, the Adviser and Invesco Commercial Real Estate Finance Trust Investments, LP, a Delaware limited partnership (the “Operating Partnership”), including to deliver Purchase Notices (as defined below) and Capital Calls (as such term is defined in Section 1.1(b) of the Original Subscription Agreement and/or Section 2 of Amendment No. 1, as applicable), to receive payment by the Subscriber of the purchase price for the Shares, Additional Shares and the Subscriber’s Unused Capital Commitment, and to enforce all remedies against any subscriber (including the Subscriber) that fails to fund its respective Unused Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Shares and Additional Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement and/or pursuant to one or more Purchase Notices), (iv) any account into which the Company and/or the Adviser may direct payment by the Subscriber of the purchase price for the Shares, Additional Shares and/or its Unused Capital Commitment, in each case pursuant to a written notice from the Company to the Subscriber of each closing regarding the purchase of an amount of Shares and/or Additional Shares at such closing (each, a “Purchase Notice”) or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”).”