Common use of Subscription Facility Clause in Contracts

Subscription Facility. a. The Company and certain of its affiliates, and the Adviser on behalf of the Company and/or certain of its affiliates, shall be authorized to incur indebtedness and/or enter into financing arrangements (in each case, including as a guarantor in respect thereof) under such terms and for any purpose permitted under this Subscription Agreement and/or the Company’s Articles of Amendment and Restatement (the “Articles”) (or equivalent document of any affiliate of the Company) as it may elect, including, but not limited to, on a joint and several basis with parallel funds, alternative investment vehicles and other affiliates of the Company. In connection therewith, the Company, certain of its affiliates and the Adviser shall be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to or in favor of a lender in (i) $150,000,000 minus the aggregate purchase price paid by the Subscriber with respect to the Shares purchased by the Subscriber as of the date of such pledge (the “Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Agreement, the Articles, and/or that certain Advisory Agreement dated as of March 23, 2023 (the “Advisory Agreement”), among the Company, the Adviser and Invesco Commercial Real Estate Finance Trust Investments, LP, a Delaware limited partnership (the “Operating Partnership”), including to deliver Purchase Notices (as defined below), to receive payment by the Subscriber of the purchase price for the Shares and the Subscriber’s Unused Capital Commitment, and to enforce all remedies against any subscriber (including the Subscriber) that fails to fund its respective Unused Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement and/or pursuant to one or more Purchase Notices), (iv) any account into which the Company and/or the Adviser may direct payment by the Subscriber of the purchase price for the Shares and/or its Unused Capital Commitment, in each case pursuant to a written notice from the Company to the Subscriber of each closing regarding the purchase of an amount of Shares at such closing (each, a “Purchase Notice”) or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”). b. The Subscriber understands, acknowledges and agrees, in connection with any such Subscription Facility and for the benefit of any lender thereunder, as follows: (i) to the extent publicly available, the Company and/or Adviser may from time to time request the delivery, within one hundred twenty (120) days after the end of the Subscriber’s fiscal year, of a copy of the Subscriber’s annual report, if available, or the Subscriber’s balance sheet as of the end of such fiscal year and the related statements of operations for such fiscal year, prepared or reviewed by independent public accountants in connection with the Subscriber’s annual reporting requirements; (ii) that the Company and/or Adviser may from time to time request, and the Subscriber shall deliver, a certificate confirming the remaining amount of the Subscriber’s Unused Capital Commitment; (iii) that the Subscriber has not and will not pledge, collaterally assign, encumber or otherwise grant a security interest in the Shares or its interest in the Company; (iv) that the Subscriber’s obligation to fund its Unused Capital Commitment in accordance with the terms of this Subscription Agreement and/or the Articles is without defense, counterclaim or offset of any kind; and (v) to make such other representations and deliver such documents as the Company, the Adviser and the lender may reasonably request. The Subscriber agrees to comply with such requests. The Subscriber further agrees to deliver, upon the request of the Company, the Adviser or a lender, (1) an investor letter acknowledging its $150,000,000 capital commitment (“Capital Commitment”), Unused Capital Commitment, ownership of the Shares and ownership interest in the Company and the other facts and circumstances described in Section 2.7(c) hereof and (2) an opinion of counsel to the effect that this Subscription Agreement, the Subscriber’s Capital Commitment and all obligations of the Subscriber related thereto and set forth herein and in the Articles are valid and binding. The Subscriber further understands, acknowledges and agrees that any such lender under a Subscription Facility is relying on each subscriber’s (including the Subscriber’s) Unused Capital Commitment as its primary source of repayment and may issue future Purchase Notices and may exercise all remedies of the Company and/or the Adviser with respect thereto as part of such lender’s remedies under the Subscription Facility. c. To induce any such lender to enter into a Subscription Facility with the Company and/or certain of its affiliates, the Subscriber hereby: (i) acknowledges that the Company has informed the Subscriber that the Company and/or the Adviser may (x) pledge to a lender the right to issue Purchase Notices and receive all of the Subscriber’s Unused Capital Commitment under this Subscription Agreement to secure all obligations made under the Subscription Facility (collectively, the “Obligations”) and, in connection therewith, grant to such lender the right to issue Purchase Notices when an event of default under such Subscription Facility exists, which the Subscriber shall fund, consistent with the terms hereof and its obligations hereunder and under the Articles and (y) pledge to a lender its interest in this Subscription Agreement to secure the Obligations; (ii) confirms that to the Subscriber’s knowledge, as of the date the Subscriber is admitted to the Company, there is no default, or circumstance which currently does, or with the passage of time or notice would, constitute a default under this Subscription Agreement or the Articles, or constitute a defense to, or right of offset against, the Subscriber’s obligation to fund its Capital Commitment; (iii) acknowledges that any claims that a subscriber (including the Subscriber) may have against the Company and/or the Adviser under this Subscription Agreement, the Articles and/or the Amended and Restated Limited Partnership Agreement of the Operating Partnership, among the Company, as a limited partner, Invesco Commercial Real Estate Finance Trust Investments GP, LLC, a Delaware limited liability company, as general partner, and the other limited partners party thereto from time to time (in each case as may be amended, restated, modified or supplemented from time to time) shall be subordinate to all payments due to the lender under the Subscription Facility; (iv) acknowledges that the Company has informed the Subscriber that for so long as the Subscription Facility is in place, the Adviser and the Company may agree with the lender not to amend, modify, supplement, cancel, terminate, reduce (other than with respect to the funded portion of the Subscriber’s Capital Commitment) or suspend any of the Subscriber’s obligations under this Subscription Agreement or the Articles without the lender’s prior written consent, and that any excuse right with respect to any payment in respect of a Purchase Notice shall not be applicable with respect to any Purchase Notice the purpose of which is to repay amounts due under the Subscription Facility; (v) acknowledges that the Company and/or the Adviser may, pursuant to its authority under this Subscription Agreement, the Articles and/or the Advisory Agreement, instruct the Subscriber to make all future payments to the Company under this Subscription Agreement and the Articles by wire transfer to such account of the Company as the Company and/or the Adviser may specify and in which the lender may maintain a security interest; (vi) confirms that the making and performance of this Subscription Agreement constitute private and commercial acts rather than governmental or public acts, and that neither the Subscriber nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations under this Subscription Agreement or the Articles; (vii) to the extent that the Subscriber may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced to claim any such immunity, and to the extent that in any such jurisdiction there may be attributed to the Subscriber such an immunity (whether or not claimed), the Subscriber hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by applicable law; (viii) acknowledges that in the event and to the extent the Subscriber is entitled to request the redemption of its ownership interest in the Company or otherwise withdraw from the Company, prior to the effectiveness of such redemption or withdrawal, the Subscriber shall be obligated to fund such payments in respect of Purchase Notices or otherwise as may be required under the terms of the Subscription Facility as a result of such withdrawal; (ix) acknowledges that the lender under the Subscription Facility has certain consent rights with respect to the transfer of the Subscriber’s ownership interest in the Company, and any such transfer will be subject to (A) the satisfaction of such consent rights, including, if required pursuant to the terms of the Subscription Facility, funding payments in respect of Purchase Notices required to reduce the outstanding amounts under the Subscription Facility resulting from such transfer and (B) any and all other transfer restrictions set forth in this Subscription Agreement and/or the Articles; and (x) acknowledges that the lender under the Subscription Facility is extending credit to the Company and/or certain of its affiliates in reliance on the agreements and acknowledgments of the Subscriber set forth in this Section 2.7 and the Subscriber’s funding of its Unused Capital Commitment in respect of Purchase Notices as such lender’s primary source of repayment. For the avoidance of doubt, all payments in respect of Purchase Notices made by the Subscriber in accordance with this Subscription Agreement for the benefit of the Company’s and/or certain of its affiliates’ Subscription Facility lenders shall constitute payments made in respect of Purchase Notices by the Subscriber for purposes of this Subscription Agreement and the Articles. d. The Subscriber understands, acknowledges and agrees that, in the event of a failure by any subscriber (including the Subscriber) to pay for any Shares when required under this Subscription Agreement or the Articles or pursuant to a Purchase Notice, the Company, the Adviser and each lender under a Subscription Facility is entitled to pursue any and all remedies available to it under this Subscription Agreement and/or the Articles. e. Notwithstanding anything herein or in the Articles to the contrary, each lender under a Subscription Facility shall be an express and intended third-party beneficiary of this Subscription Agreement.

Subscription Facility. a. The Company and certain of its affiliates, and the Adviser on behalf of the Company and/or certain of its affiliates, Trust 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 Declaration of Amendment and Restatement (the “Articles”) (or equivalent document of any affiliate of the Company) Trust 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 CompanyTrust. In connection therewith, the Company, certain of its affiliates and the Adviser Trust 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 amount of the date of such pledge Commitment minus all previous Capital Contributions (the “Unused Unfunded Capital Commitment”)) of the Subscriber, (ii) the rights of the Company and the Adviser Trust under this Subscription Agreement, Agreement and/or the Articles, and/or that certain Advisory Agreement dated as Declaration 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”)Trust, including to deliver Purchase Notices (as defined below)Contribution Notices, to receive payment by the Subscriber of the purchase price for the Class I Shares and the Subscriber’s Unused Unfunded Capital Commitment, and to enforce all remedies against any subscriber (including the SubscriberSubscriber pursuant to the terms of this Subscription Agreement) that fails to fund its respective Unused Unfunded Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Class I Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement Declaration of Trust and/or pursuant to one or more Purchase Contribution Notices, in each case subject to the terms of this Subscription Agreement), (iv) any account into which the Company and/or the Adviser Trust may direct payment by the Subscriber of the purchase price for the Class I Shares and/or its Unused Unfunded 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”) Contribution Notice or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”). b. The Subscriber understands, Trust acknowledges and agreesagrees that (i) the Subscriber will only be required to provide, and the Subscriber only agrees to provide, to any lender or lender’s agent under any Subscription Facility (x) an accurate “investor letter” which is consistent with “investor letters” that the Subscriber generally provides other credit facility providers of other private equity funds in which the Subscriber has invested, which shall include the form of “investor letter” agreed to by the Subscriber in connection with any such the initial Subscription Facility Facility, and for the benefit of any lender thereunder, as follows: (iy) to the extent publicly available, the Company and/or Adviser may from time to time upon the request the delivery, within one hundred twenty (120) days after the end of the Subscriber’s fiscal year, of a copy of the Subscriber’s annual report, if available, or the Subscriber’s balance sheet as of the end of such fiscal year and the related statements of operations for such fiscal year, prepared or reviewed by independent public accountants in connection with the Subscriber’s annual reporting requirements; (ii) that the Company and/or Adviser may from time to time request, and the Subscriber shall deliverTrust, a certificate confirming setting forth the remaining amount of the Subscriber’s Unused Unfunded Capital Commitment; (iiiii) that other than the investor letter referred to in clause (i) above, the Subscriber has does not and will not pledgeacknowledge, collaterally assignconfirm, encumber agree or otherwise grant a security interest in the Shares or its interest in the Company; (iv) that the Subscriber’s obligation to fund its Unused Capital Commitment in accordance with the terms of this Subscription Agreement and/or the Articles is without defense, counterclaim or offset of make any kind; and (v) to make such other representations and deliver such documents as the Company, the Adviser and the lender may reasonably request. The Subscriber agrees to comply with such requests. The Subscriber further agrees to deliver, upon the request of the Company, the Adviser representations or a lender, (1) an investor letter acknowledging its $150,000,000 capital commitment (“Capital Commitment”), Unused Capital Commitment, ownership of the Shares and ownership interest in the Company and the other facts and circumstances described in Section 2.7(c) hereof and (2) an opinion of counsel statements to the effect that contrary, if any, included in this Subscription Agreement, the Declaration of Trust or otherwise; and (iii) the Subscriber is not, and shall not become, obligated to make any representations, make any acknowledgements, confirmations or other statements, or deliver the information, documents, acknowledgement agreements, or opinions requested by the Trust, a third party lender or other Person with respect to any Subscription Facility or other indebtedness incurred in connection with the Trust or otherwise. For avoidance of doubt, the Subscriber shall not be obligated to provide the issuer of any Subscription Facility or any lender or lender’s agent under any indebtedness any legal opinions as to the Subscriber’s Capital Commitment due formation, good standing and all authority to enter into any Subscription Document or the enforceability of the Subscriber’s obligations under any Subscription Document, or on any other legal issue. Under no circumstances shall the Subscriber be required to issue to any lenders any “parent” or other guarantees of the obligations of the Trust or any other Person. c. In consideration of the Subscriber’s status as an instrumentality of the State of California, to the extent the Subscriber related thereto and set forth herein and is required to provide the Trust or any lender or lender’s agent with financial information regarding the Subscriber, the information to be delivered shall be limited to such financial information regarding the Subscriber that is publicly available in a form or format existing in the Articles are valid and bindingSubscriber’s records. The Subscriber further understands, acknowledges and agrees shall not be required to deliver any financial information that any such lender under a Subscription Facility is relying on each subscriber’s (including already publicly available from the Subscriber’s) Unused Capital Commitment as its primary source of repayment and may issue future Purchase Notices and may exercise all remedies ’s website. The Trust acknowledges that the comprehensive annual financial report for the most recent fiscal year of the Company and/or Subscriber is or will usually be available within 180 days after the Adviser with respect thereto as part end of such lendereach fiscal year of the Subscriber on the Subscriber’s remedies under the Subscription Facilitywebsite at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. c. d. To induce any such lender to enter into a Subscription Facility with the Company and/or certain of its affiliatesTrust, the Subscriber hereby: (i) acknowledges that the Company Trust has informed the Subscriber that the Company and/or the Adviser Trust may (x) pledge to a lender the right to issue Purchase Contribution Notices and receive all of the Subscriber’s Unused Unfunded Capital Commitment under this Subscription Agreement to secure all obligations made under the Subscription Facility (collectively, the “Obligations”) and, in connection therewith, grant to such lender the right to issue Purchase Contribution Notices when an event of default under such Subscription Facility exists, which the Subscriber shall fund, consistent with the terms hereof and its obligations hereunder and under the Articles Declaration of Trust (subject to the terms of this Subscription Agreement) and (y) pledge to a lender its interest in this Subscription Agreement to secure the Obligations; (ii) confirms that to the Subscriber’s knowledge, as of the date the Subscriber is admitted to the CompanyTrust, there is no default, or circumstance which currently does, or with the passage of time or notice would, constitute a default under this Subscription Agreement or the Articles, or constitute a defense to, or right Declaration of offset against, the Subscriber’s obligation to fund its Capital CommitmentTrust; (iii) acknowledges that any claims that a subscriber (including the Subscriber) may have against the Company and/or the Adviser under this Subscription Agreement, the Articles and/or the Amended and Restated Limited Partnership Agreement of the Operating Partnership, among the Company, as a limited partner, Invesco Commercial Real Estate Finance Trust Investments GP, LLC, a Delaware limited liability company, as general partner, and the other limited partners party thereto from time to time (in each case as may be amended, restated, modified or supplemented from time to time) shall be subordinate to all payments due to the lender under the Subscription Facility; (iv) acknowledges that the Company has informed the Subscriber that for so long as the Subscription Facility is in place, the Adviser and the Company Trust may agree with the lender not to amend, modify, supplement, cancel, terminate, reduce (other than with respect to the funded portion of the Subscriber’s Capital Commitment) or suspend any of the Subscriber’s obligations under this Subscription Agreement or the Articles Declaration of Trust without the lender’s prior written consent, and that any excuse right with respect to any payment in respect of a Purchase Notice shall not be applicable with respect to any Purchase Notice the purpose of which is to repay amounts due under the Subscription Facility; (viv) acknowledges that the Company and/or the Adviser Trust may, pursuant to its authority under this Subscription Agreement, the Articles Agreement and/or the Advisory Declaration of Trust, in each case, subject to the terms of this Subscription Agreement, instruct the Subscriber to make all future payments to the Company Trust under this Subscription Agreement and the Articles Declaration of Trust by wire transfer to such account of the Company Trust as the Company and/or the Adviser Trust may specify and in which the lender may maintain a security interest; (vi) confirms that the making and performance of this Subscription Agreement constitute private and commercial acts rather than governmental or public acts, and that neither the Subscriber nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations under this Subscription Agreement or the Articles; (vii) to the extent that the Subscriber may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced to claim any such immunity, and to the extent that in any such jurisdiction there may be attributed to the Subscriber such an immunity (whether or not claimed), the Subscriber hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by applicable law; (viiiv) acknowledges that in the event and to the extent the Subscriber is entitled to request the redemption of its ownership interest in the Company or otherwise withdraw from the Company, prior to the effectiveness of such redemption or withdrawal, the Subscriber shall be obligated to fund such payments in respect of Purchase Notices or otherwise as may be required under the terms of the Subscription Facility as a result of such withdrawal; (ix) acknowledges that the lender under the Subscription Facility has certain consent rights with respect to the transfer of the Subscriber’s ownership interest in the Company, and any such transfer Trust will be subject to (A) the satisfaction of such consent rights, including, if required pursuant to the terms of the Subscription Facility, funding payments in respect of Purchase Notices required to reduce the outstanding amounts under the Subscription Facility resulting from such transfer and (B) any and all other transfer restrictions set forth in this Subscription Agreement and/or the ArticlesDeclaration of Trust (subject to the terms of this Subscription Agreement); and (xvi) acknowledges that the lender under the Subscription Facility is extending credit to the Company and/or certain of its affiliates Trust in reliance on the agreements and acknowledgments of the Subscriber set forth in this Section 2.7 Subscription Agreement and the Subscriber’s funding of its Unused Unfunded Capital Commitment in respect of Purchase Contribution Notices pursuant to the terms of this Subscription Agreement as such lender’s primary source of repayment. For the avoidance of doubt, all payments in respect of Purchase Contribution Notices made by the Subscriber in accordance with this Subscription Agreement for the benefit of the CompanyTrust’s and/or certain of its affiliates’ Subscription Facility lenders shall constitute payments made in respect of Purchase Contribution Notices by the Subscriber for purposes of this Subscription Agreement and the ArticlesDeclaration of Trust and shall reduce the Subscriber’s Unfunded Capital Commitment dollar for dollar. d. e. The Subscriber understands, acknowledges and agrees that, in the event of a failure by any subscriber (including the Subscriber) Subscriber to pay for any Class I Shares when required under this Subscription Agreement or the Articles Declaration of Trust or pursuant to a Purchase Contribution Notice, in each case, subject to the Companyterms of this Subscription Agreement, the Adviser Trust and each lender under a Subscription Facility is entitled to pursue any and all remedies available to it under this Subscription Agreement and/or the ArticlesDeclaration of Trust, subject to the terms of this Subscription Agreement. e. f. Notwithstanding anything herein or in the Articles Declaration of Trust to the contrary, each lender under a Subscription Facility shall be an express and intended third-party beneficiary of this Subscription Agreement.

Subscription Facility. a. (a) The Company and certain of its affiliatesCompany, Invesco Commercial Real Estate Finance Investments, LP (the “Operating Partnership”), and INCREF Borrower, LLC (the Adviser on behalf of “Operating LLC”; together with the Company and/or certain of its affiliatesOperating Partnership, the “Operating Vehicles”, and each an “Operating Vehicle”) 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 Companyfor each Operating Vehicle) 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 Company and the Adviser each Operating Vehicle 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 Unfunded Capital Commitment of the date of such pledge (the “Unused Capital Commitment”)Subscriber, (ii) the rights of the Company and the Adviser under this Subscription Agreement, Agreement and/or 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)Notices, to receive payment by the Subscriber of the purchase price for the Shares and the Subscriber’s Unused Unfunded Capital Commitment, and to enforce all remedies against any subscriber (including the SubscriberSubscriber pursuant to the terms of this Subscription Agreement) that fails to fund its respective Unused Unfunded 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 Articles and/or pursuant to one or more Purchase Notices, in each case subject to the terms of this Subscription Agreement), (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 Unfunded 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”) Notice or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”). b. The Subscriber understands, acknowledges and agrees, in connection with any such Subscription Facility and for the benefit of any lender thereunder, as follows: (ib) Notwithstanding anything to the extent publicly availablecontrary, the Company and/or Adviser may from time to time request the delivery, within one hundred twenty (120) days after the end of the Subscriber’s fiscal year, of Subscriber is a copy of the Subscriber’s annual report, if available, or the Subscriber’s balance sheet as of the end of such fiscal year Texas public retirement system and the related statements of operations for such fiscal year, prepared or reviewed by independent public accountants in connection with the Subscriber’s annual reporting requirements; (ii) that the Company and/or Adviser may from time to time request, and the Subscriber shall deliver, a certificate confirming the remaining amount of the Subscriber’s Unused Capital Commitment; (iii) that the Subscriber has does not and will not pledge, collaterally assign, encumber or otherwise grant a security interest in the Shares or agree that its interest in the Company; (iv) that the Subscriber’s obligation obligations to fund its Unused Unfunded Capital Commitment in accordance with the terms of this Subscription Agreement and/or the Articles is absolute, unconditional, without defense, counterclaim or offset of any kind; , and nothing in any Subscription Document or otherwise shall constitute a waiver of Section 2107.008(b) of the Texas Government Code or any applicable laws. Accordingly, in consideration of the Subscriber’s status as a Texas public retirement system, subject to the Constitution and statutes of the State of Texas, except as provided in this Section 2.18(b), the Subscriber shall not be obligated to provide or deliver the information, documentation, opinions or certifications called for in connection with any Subscription Facility or otherwise pursuant to this Section 2.18. The Company acknowledges and agrees that (i) the Subscriber will only be required to provide, and the Subscriber only agrees to provide, to any lender or lender’s agent under any Subscription Facility (x) an accurate “investor letter” which is consistent with “investor letters” that the Subscriber generally provides other credit facility providers of other private equity funds in which the Subscriber has invested, which shall include the form of “investor letter” agreed to by the Subscriber in connection with the initial Subscription Facility, and (vy) from time to make such other representations and deliver such documents as the Company, the Adviser and the lender may reasonably request. The Subscriber agrees to comply with such requests. The Subscriber further agrees to deliver, time upon the request of the Company, a certificate setting forth the Adviser or a lender, remaining amount of the Subscriber’s Unfunded Capital Commitment; (1ii) an other than the investor letter acknowledging its $150,000,000 capital commitment referred to in clause (“Capital Commitment”)i) above, Unused Capital Commitmentthe Subscriber does not acknowledge, ownership confirm, agree or make any of the Shares and ownership interest in the Company and the representations or other facts and circumstances described in Section 2.7(c) hereof and (2) an opinion of counsel statements to the effect that contrary, if any, included in this Subscription Agreement, the Articles or otherwise; and (iii) the Subscriber is not, and shall not become, obligated to make any representations, make any acknowledgements, confirmations or other statements, or deliver the information, documents, acknowledgement agreements, or opinions requested by the Company, the Operating Partnership, a third party lender or other Person with respect to any Subscription Facility or other indebtedness incurred in connection with the Company or otherwise. For avoidance of doubt, the Subscriber shall not be obligated to provide the issuer of any Subscription Facility or any lender or lender’s agent under any indebtedness any legal opinions as to the Subscriber’s Capital Commitment due formation, good standing and all authority to enter into any Subscription Document or the enforceability of the Subscriber’s obligations under any Subscription Document, or on any other legal issue. Under no circumstances shall the Subscriber be required to issue to any lenders any “parent” or other guarantees of the obligations of the Company, the Operating Vehicles or any other Person. (c) In consideration of the Subscriber’s status as a Texas public retirement system, to the extent the Subscriber related thereto and set forth herein and is required to provide the Company, the Operating Company or any lender or lender’s agent with financial information regarding the Subscriber, the information to be delivered shall be limited to such financial information regarding the Subscriber that is publicly available in a form or format existing in the Articles are valid and bindingSubscriber’s records. The Subscriber further understands, acknowledges and agrees shall not be required to deliver any financial information that any such lender under a Subscription Facility is relying on each subscriber’s (including already publicly available from the Subscriber’s) Unused Capital Commitment as its primary source of repayment and may issue future Purchase Notices and may exercise all remedies ’s website. The Company acknowledges that the comprehensive annual financial report for the most recent fiscal year of the Company and/or Subscriber is or will usually be available within 181 days after the Adviser with respect thereto as part end of such lendereach fiscal year of the Subscriber on the Subscriber’s remedies under the Subscription Facilitywebsite at ▇▇▇.▇▇▇▇.▇▇▇. c. (d) To induce any such lender to enter into a Subscription Facility with the Company and/or certain of its affiliatesany Operating Vehicle, the Subscriber hereby: (i) acknowledges that the Company has informed the Subscriber that the Company and/or the Adviser may (x) pledge to a lender the right to issue Purchase Notices and receive all of the Subscriber’s Unused Unfunded Capital Commitment under this Subscription Agreement to secure all obligations made under the Subscription Facility (collectively, the “Obligations”) and, in connection therewith, grant to such lender the right to issue Purchase Notices when an event of default under such Subscription Facility exists, which the Subscriber shall fund, consistent with the terms hereof and its obligations hereunder and under the Articles (subject to the terms of this Subscription Agreement) and (y) pledge to a lender its interest in this Subscription Agreement to secure the Obligations; (ii) confirms that to the Subscriber’s knowledge, as of the date the Subscriber is admitted to the Company, there is no default, or circumstance which currently does, or with the passage of time or notice would, constitute a default under this Subscription Agreement or the Articles, or constitute a defense to, or right of offset against, the Subscriber’s obligation to fund its Capital Commitment; (iii) acknowledges that any claims that a subscriber (including the Subscriber) may have against the Company and/or the Adviser under this Subscription Agreement, the Articles and/or the Amended and Restated Limited Partnership Agreement of the Operating Partnership, among the Company, as a limited partner, Invesco Commercial Real Estate Finance Trust Investments GP, LLC, a Delaware limited liability company, as general partner, and the other limited partners party thereto from time to time (in each case as may be amended, restated, modified or supplemented from time to time) shall be subordinate to all payments due to the lender under the Subscription Facility; (iv) acknowledges 9 that the Company has informed the Subscriber that for so long as the Subscription Facility is in place, the Adviser and the Company may agree with the lender not to amend, modify, supplement, cancel, terminate, reduce (other than with respect to the funded portion of the Subscriber’s Capital Commitment) or suspend any of the Subscriber’s obligations under this Subscription Agreement or the Articles without the lender’s prior written consent, and that any excuse right with respect to any payment in respect of a Purchase Notice shall not be applicable with respect to any Purchase Notice the purpose of which is to repay amounts due under the Subscription Facility; (viv) acknowledges that the Company and/or the Adviser may, pursuant to its authority under this Subscription Agreement, Agreement and/or the Articles and/or , in each case, subject to the Advisory terms of this Subscription Agreement, instruct the Subscriber to make all future payments to the Company under this Subscription Agreement and the Articles by wire transfer to such account of the Company as the Company and/or the Adviser may specify and in which the lender may maintain a security interest; (vi) confirms that the making and performance of this Subscription Agreement constitute private and commercial acts rather than governmental or public acts, and that neither the Subscriber nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations under this Subscription Agreement or the Articles; (vii) to the extent that the Subscriber may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced to claim any such immunity, and to the extent that in any such jurisdiction there may be attributed to the Subscriber such an immunity (whether or not claimed), the Subscriber hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by applicable law; (viii) acknowledges that in the event and to the extent the Subscriber is entitled to request the redemption of its ownership interest in the Company or otherwise withdraw from the Company, prior to the effectiveness of such redemption or withdrawal, the Subscriber shall be obligated to fund such payments in respect of Purchase Notices or otherwise as may be required under the terms of the Subscription Facility as a result of such withdrawal; (ixv) acknowledges that the lender under the Subscription Facility has certain consent rights with respect to the transfer of the Subscriber’s ownership interest in the Company, and any such transfer will be subject to (A) the satisfaction of such consent rights, including, if required pursuant to the terms of the Subscription Facility, funding payments in respect of Purchase Notices required to reduce the outstanding amounts under the Subscription Facility resulting from such transfer and (B) any and all other transfer restrictions set forth in this Subscription Agreement and/or the ArticlesArticles (subject to the terms of this Subscription Agreement); and (xvi) acknowledges that the lender under the Subscription Facility is extending credit to the Company and/or certain of its affiliates an Operating Vehicle in reliance on the agreements and acknowledgments of the Subscriber set forth in this Section 2.7 Subscription Agreement and the Subscriber’s funding of its Unused Unfunded Capital Commitment in respect of Purchase Notices pursuant to the terms of this Subscription Agreement as such lender’s primary source of repayment. For the avoidance of doubt, all payments in respect of Purchase Notices made by the Subscriber in accordance with this Subscription Agreement for the benefit of the Company’s and/or certain of its affiliates’ an Operating Vehicle’s Subscription Facility lenders shall constitute payments made in respect of Purchase Notices by the Subscriber for purposes of this Subscription Agreement and the ArticlesArticles and shall reduce the Subscriber’s Unfunded Capital Commitment dollar for dollar. d. (e) The Subscriber understands, acknowledges and agrees that, in the event of a failure by any subscriber (including the Subscriber) Subscriber to pay for any Shares when required under this Subscription Agreement or the Articles or pursuant to a Purchase Notice, in each case, subject to the Companyterms of this Subscription Agreement, the Adviser Company and each lender under a Subscription Facility is entitled to pursue any and all remedies available to it under this Subscription Agreement and/or the Articles, subject to the terms of this Subscription Agreement. e. (f) Notwithstanding anything herein or in the Articles to the contrary, each lender under a Subscription Facility shall be an express and intended third-party beneficiary of this Subscription Agreement.