F-Star Socorro - Chapter 11 DIP Terms

$32 million BH DIP Terms

Borrower(s) / Guarantor(s)

• F-Star Socorro, L.P.; JNY, L.P.; JNY II, L.P.; 5 Star Tech I, L.P.; 5 Star Tech II-1, LP; 5 Star Tech II-4, LP; 5-Star Tech II-2, L.P.; F-Star Socorro Holding Co., LLC; JNY Mezz, LLC; JNY Building Owner, LLC; JNY II Mezz, LLC; JNY II Building Owner, LLC; 5 Star Tech I GP, LLC; 5 Star Tech II-1 GP, LLC; 5 Star Tech II-4 GP, LLC; 1340 Bob Hope Drive Parent, LLC; 1340 Bob Hope Drive Owner, LLC; 11751 Alameda Avenue Parent, LLC; 11751 Alameda Avenue Owner, LLC; Unit 82 El Paso Owner, LLC; Southwest Rojas Parent, LLC; Southwest Rojas, LLC; FSPV Mezz C Sub LLC; FSPV Res C, LLC; Five Star Development Properties, LLC; Five Star Development Resort Communities, LLC; Five Star Resort Holdings Parent, LLC; Five Star Resort Holdings, LLC; Five Star Resort Mezz, LLC; Five Star Resort Owner, LLC; Five Star Land Holdings Parent, LLC; Five Star Land Holdings (AZ), LLC; Five Star Land Mezz, LLC; and Five Star Land Owner, LLC, as Replacement DIP Borrowers
• The Debtors are jointly and severally liable for the Replacement DIP Obligations.

Agent / Lender(s)

• B.H. Capital Ventures, LLC, as Replacement DIP Lender

DIP Commitments

• $32 million replacement junior secured superpriority postpetition term loan facility comprised of:
  • $10 million available on an interim basis
  • Up to $22 million available on a final basis pursuant to additional draws for a period of 90 days after entry of the final order
    • Each draw in a minimum principal amount of the lesser of $8 million or the remaining capacity under the Replacement DIP Borrowing Base
    • Subject to three business days' advance notice
• The facility refinances the existing DIP facility with Sandton Capital Solutions Fund VI, LP.
• Amounts borrowed are subject to a borrowing base limitation.

Cash Collateral

• The Debtors are authorized to use cash collateral solely in accordance with the Replacement DIP Budget and the terms and conditions of the Replacement DIP Documents, subject to permitted variances.

Interest Rate

• Aggregate Applicable Rate: Applicable Cash Rate of 10.0% per annum plus Applicable PIK Rate of 10.0% per annum
• Interest on Loans is due and payable in arrears on the first day of each month beginning with March 1, 2026; on any date of any voluntary or mandatory prepayment with respect to the principal amount being prepaid; and on the Maturity Date
• Default Rate: An additional 3.0% per annum on all outstanding Obligations upon the occurrence of an Event of Default

Fees

• Origination Fee: 2.0% of the Funded Amount, fully earned upon entry of the final order, payable in cash on the earlier of the Maturity Date or the date on which the Loans are repaid in full in cash
• Exit Fee: 3.0% (the Applicable Exit Fee Percentage) of the Funded Amount, fully earned upon entry of the final order, payable in cash on the earlier of the Maturity Date or the date on which the Loans are repaid in full in cash
• Renewal Fee: 2.0% of the aggregate principal amount of the outstanding Loans as of the Renewal Fee Determination Date, fully earned and due on the Renewal Fee Determination Date, automatically paid in kind by being added to the principal balance of the Loans
• Unused Fee: 2.0% per annum on the daily amount of the Unused Facility Amount, accruing from the Closing Date to the Availability Expiration Date, payable in cash on the earlier of the Maturity Date or the date on which the Loans are repaid in full in cash
• Equity Multiple: On the earlier of the Maturity Date or the date on which the Loans are repaid in full in cash, an amount equal to 25% of the Funded Amount minus all interest and fees paid in cash pursuant to the Replacement DIP Credit Agreement, fully earned upon entry of the final order
• All fees are approved upon entry of the final order and are not subject to review, challenge, contest, disgorgement, rejection, recoupment, reduction, defense, counterclaim, offset, subordination, recharacterization, avoidance, or other challenge.
• Replacement DIP Fees and Expenses: Reasonable and documented out-of-pocket fees, costs, disbursements, and expenses, including fees and expenses of counsel to the Replacement DIP Lender, payable within ten business days after receipt of invoices without the necessity of filing formal fee applications or complying with U.S. Trustee Guidelines.

Maturity

• Scheduled Maturity Date: January 23, 2027
• The Scheduled Maturity Date may be extended for a single three-month period to April 23, 2027, subject to (i) payment of the Renewal Fee, (ii) no Default or Event of Default being continuing, and (iii) delivery by the Borrower Representative of a written request and officer's certificate certifying no Default or Event of Default.
• Maturity Date: The earliest of (a) the Scheduled Maturity Date, (b) the effective date of a confirmed Reorganization Plan, (c) the date the Borrowers consummate a sale of all or substantially all of the assets pursuant to Section 363 of the Bankruptcy Code or otherwise (excluding any Residence Sale), and (d) the date of acceleration of the Obligations and termination of the Commitment upon an Event of Default.

Replacement DIP Termination Events

• A Replacement DIP Termination Event means the earliest to occur of:
  • The expiration of five business days (the Default Notice Period) following the provision of a Replacement DIP Termination Notice upon an Event of Default
  • 45 days after entry of the interim order, unless the final order approved by the Replacement DIP Lender has been entered as of such date
  • The expiration of the Default Notice Period following the provision of a Replacement DIP Termination Notice upon the occurrence of a Replacement DIP Termination Event
  • The occurrence of the Maturity Date as defined in the Replacement DIP Credit Agreement
  • The date on which neither the interim order nor the final order is in full force and effect

Carve Out

• Post Carve-Out Trigger Notice Cap: $500,000 in the aggregate for all estate professionals
• Chapter 7 Trustee Fee: $75,000
• U.S. Trustee and Clerk of the Court fees under §1930(a) of title 28 of the United States Code plus interest at the statutory rate
• Allowed professional fees of estate professionals incurred on or prior to the date on which the Replacement DIP Lender delivers a Carve-Out Trigger Notice

Use of Proceeds

• First, repay in full all amounts due and owing to Sandton Capital Solutions Fund VI, LP under the Sandton Interim DIP Order and the existing DIP facility and to terminate Sandton's commitments to extend credit
• Second:
  • Provide working capital and pay for other general corporate purposes of the Debtors
  • Pay administration costs of the Chapter 11 cases and claims or amounts approved by the Court
  • Fund operations, including completion and clearing title for the sale of the Ritz Carlton-branded, resort-integrated villas
  • Make other payments in accordance with the Replacement DIP Budget (subject to permitted variances)

Credit Bid

• The Replacement DIP Lender has the right to credit bid up to the full amount of its claim, including the Replacement DIP Superpriority Claims, the Replacement DIP Liens, and the Replacement DIP Obligations, in any sale of all or any portion of the Replacement DIP Collateral, whether occurring pursuant to section 363 of the Bankruptcy Code, as part of any chapter 11 plan subject to confirmation under section 1129(b)(2)(A)(ii)-(iii) of the Bankruptcy Code, by a chapter 7 trustee under section 725 of the Bankruptcy Code, or otherwise.
• The Replacement DIP Lender shall not have any rights to credit bid any of its claim on account of any sale of all or any portion of the Prepetition Madison Collateral or any proceeds thereof.
• Corebridge Institutional Investments (U.S.), LLC is entitled to credit bid up to the full amount of the Corebridge Obligations pursuant to section 363(k) of the Bankruptcy Code in any sale, use, lease, license, or other disposition of any Corebridge Collateral.

Avoidance Actions

• The Replacement DIP Collateral expressly excludes avoidance actions, including all claims, causes of actions, rights, remedies, and recoveries arising under chapter 5 of title 11 of the United States Code or under applicable non-bankruptcy law, and the proceeds thereof; provided that the Replacement DIP Collateral shall include all avoidance actions, if any, and the proceeds thereof against the Replacement DIP Lender, and the right of the Debtors or their estates to pursue, settle, or otherwise resolve such avoidance actions against the Replacement DIP Lender shall be subject to the prior written consent of the Replacement DIP Lender.
• No obligation, payment, transfer, or grant of security under the Replacement DIP Documents or the final order to the Replacement DIP Lender shall be stayed, restrained, voidable, or recoverable under the Bankruptcy Code or under any applicable law, or subject to any defense, reduction, recoupment, recharacterization, subordination, disallowance, impairment, cross-claim, claim, counterclaim, offset, or any other challenge.

Budget

• A budget (the "Replacement DIP Budget") was approved on an interim basis and is approved on a final basis, covering operating disbursements and administrative expenses.
• The Replacement DIP Budget may be modified, amended, and updated from time to time in accordance with the Replacement DIP Credit Agreement.
• Commencing on or before the fifth business day before the end of each Budget Period beginning with the first full week following execution of the Replacement DIP Credit Agreement, the Debtors shall deliver an updated budget for the subsequent 13-week period, which shall be deemed to constitute the Replacement DIP Budget upon approval by the Replacement DIP Lender or absent objection within five days after delivery.
• Budget Period: The initial four-week period set forth in the Replacement DIP Budget.
• Testing: Commencing on the Friday of the second full calendar week after execution of the Replacement DIP Credit Agreement, budget variances shall be tested on each Friday on a rolling two-week basis.
• Budget Variance Reports: On or before 5:00 p.m. (prevailing Central Time) on each Friday after each full calendar week ending on Friday, the Debtors shall deliver a budget variance report/reconciliation setting forth actual disbursements, a comparison to projected disbursements, variance explanations, and, if applicable, a weekly roll forward of the cash forecast.

Securities and Priorities

• The Replacement DIP Obligations are granted superpriority administrative expense claims against each of the Debtors on a joint and several basis with priority over any and all claims, including all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, subject only to the Carve Out and other senior liens as identified in the final order.
• The Replacement DIP Lender is granted perfected liens on and security interests in all Replacement DIP Collateral, subject to the Carve Out and the following priorities:
  • Liens junior to certain other liens: Junior liens on real property located at (i) 1273, 1277, 1281, 1301, and 1321 Joe Battle Boulevard, El Paso, Texas (the "Joe Battle Property"), and (ii) 11751 Alameda Avenue, Socorro, Texas (the "11751 Alameda Property"), together with all related improvements, fixtures, easements, leases, rents, and proceeds, subject only to the Carve Out, the Corebridge Lien, Valid Mechanics' Liens, and the Corebridge Adequate Protection Liens
  • First-priority liens on all unencumbered assets of the Debtors, whether existing on the petition date or thereafter acquired, subject only to the Carve Out
• The Replacement DIP Collateral expressly excludes:
  • Avoidance actions (except avoidance actions against the Replacement DIP Lender, which are included and subject to the prior written consent of the Replacement DIP Lender)
  • Any claims, causes of action, rights, or remedies of any kind against Madison Realty Capital L.P. or any of its affiliates, including any proceeds, judgments, or recoveries thereof
  • Any portion of the Prepetition Madison Collateral or any proceeds thereof
• Valid Mechanics' Liens: Any valid, enforceable, and timely and properly perfected mechanics' liens on the Replacement DIP Collateral that were properly perfected prior to the petition date or timely and properly perfected postpetition solely by the giving of notice under 11 U.S.C. § 546(b).

Adequate Protection

Prepetition Corebridge Secured Parties

• Allowed superpriority administrative expense claim in the Prepetition Corebridge Collateral, against Socorro Holding and the 5 Star Borrowers on a joint and several basis, on account of adequate protection claims in connection with the Alameda Corebridge Loan Agreement and Joe Battle Corebridge Loan Agreement obligations as provided for in section 507(b) of the Bankruptcy Code (the "Corebridge 507(b) Claims"), senior in payment priority to the Replacement DIP Superpriority Claims.
• Valid, perfected replacement security interest in and lien upon all of the Prepetition Corebridge Collateral (the "Corebridge Adequate Protection Senior Liens"), senior to all other liens (including the Carve Out) but subject and subordinate only to Valid Mechanics' Liens and the Corebridge Lien.
• Valid, perfected replacement security interest in and lien upon all of the Ritz-Related Properties (the "Corebridge Adequate Protection Junior Liens"), senior to all other liens but subject and subordinate only to the Madison Lien, the Madison Adequate Protection Senior Lien, and liens held by holders of claims that have rights under applicable state law to assert and perfect tax, construction, materialmen's, or mechanics' liens.
• Payment of any interest payments due on account of the Alameda Corebridge Loan Agreement and the Joe Battle Corebridge Loan Agreement, as scheduled in the Replacement DIP Budget (the "Corebridge Contract Interest Payments").
• Payment of all scheduled amortized principal payments, as and when due under and pursuant to section 2.2.3 of the Corebridge Loan Agreements, including any and all amortized principal payments that have accrued since the petition date but have not yet been paid.
• Payment of reasonable and documented professional fees and expenses of King & Spalding LLP, as advisors to Corebridge, within three business days after expiration of a 15-day objection period, unless an objection is made by any of the Fee Notice Parties.
• Monthly property-level operating reports for the 11751 Alameda Property and the Joe Battle Property, including rent rolls, accounts receivable and accounts payable aging, budget-to-actual variance, and material contracts.
• Delivery of insurance certificates and endorsements naming Corebridge as lender loss payee and additional insured.
• Customary collateral inspections upon reasonable advance notice during normal business hours.
• Corebridge's rights to seek additional or alternative adequate protection, including additional or replacement liens, superpriority claims, current cash payments of principal, default interest, increased financial reporting, segregation of proceeds, or other relief, are expressly preserved.

Prepetition Madison Secured Parties

• Allowed superpriority administrative expense claim against each Debtor on a joint and several basis on account of adequate protection claims in connection with the CLA obligations as provided for in section 507(b) of the Bankruptcy Code (the "Madison 507(b) Claims"), subject to the Carve Out.
• Valid, perfected replacement security interest in and lien upon all of the Prepetition Madison Collateral (the "Madison Adequate Protection Senior Liens"), senior to all other liens but subject and subordinate only to the Madison Lien and liens held by holders of claims that have rights under applicable state law to assert and perfect tax, construction, materialmen's, or mechanics' liens or other similar claims against the Ritz-Related Properties.
• Valid, perfected replacement security interest in and lien upon all of the Prepetition Corebridge Collateral (the "Madison Adequate Protection Junior Liens"), senior to all other liens but subject and subordinate only to the Carve Out, the Corebridge Lien, Valid Mechanics' Liens, the Corebridge Adequate Protection Senior Liens, and the Replacement DIP Liens.
• Payment of all rental income from 1340 Bob Hope Drive, El Paso, Texas 79936, as scheduled in the Replacement DIP Budget (the "Madison Adequate Protection Payments").
• To the extent Madison is determined in a final, non-appealable judgment of a court of competent jurisdiction to be over-secured, Madison shall be entitled to interest payments at the contract rate in accordance with the CLA as of the petition date (the "Madison Contingent Payments").
• Madison disputes that it is adequately protected and reserves all rights, including the right to seek relief from the automatic stay for cause pursuant to 11 U.S.C. § 362(d)(1).

Waivers

• Subject to entry of the final order:
  • Section 506(c): The Debtors waive their right to surcharge the Replacement DIP Collateral or the Prepetition Corebridge Collateral. No costs or expenses of administration shall be charged against or recovered from the Replacement DIP Collateral or the Corebridge Collateral without the prior written consent of the Replacement DIP Lender or Corebridge, respectively, and no consent shall be implied from any other action, inaction, or acquiescence.
  • Section 552(b): The "equities of the case" exception shall not apply for the benefit of the Replacement DIP Lender and Corebridge. In no event shall the "equities of the case" exception apply to any person asserting a prepetition lien on property of the estate with respect to proceeds, products, offspring, or profits of such property.
  • Marshaling: The equitable doctrine of "marshaling" and other similar doctrines shall not apply with respect to the Replacement DIP Collateral for the benefit of any party other than the Replacement DIP Lender.
• The Debtors, on behalf of themselves and their respective estates, absolutely, irrevocably, and unconditionally release, waive, and forever discharge the Replacement DIP Lender and related parties from any and all claims, demands, offsets, defenses, counterclaims, causes of action, and liabilities arising at any time on or prior to the date of the final order, except to the extent such claim is found in a final non-appealable judgment to have resulted primarily from gross negligence, actual fraud, or willful misconduct.

Permitted Variance

• For the rolling two-week period ending on any testing date, the Debtors' actual disbursements (in the aggregate) may not exceed 120% of the rolling aggregate amount of the projected disbursements as set forth in the Replacement DIP Budget with respect to such period (the "Budget Variances").
• For purposes of budget variances testing:
  • The Debtors shall receive credit in subsequent budget periods for any overperformance on disbursements for the budget period prior thereto.
  • The fees and expenses of estate professionals and disbursements made in connection with the administration of the Chapter 11 cases and other non-operating expenses shall be excluded.

RC PV Lender I DIP Terms

Borrower(s) / Guarantor(s)

• F-Star Socorro, L.P. and its affiliated debtors and debtors in possession, as Debtors

Agent / Lender(s)

• RC PV Lender I, LLC (referred to as "Madison" and "MRC"), as lender under the Madison Term Sheet dated June 17, 2026

DIP Commitments

• The Madison DIP Facility, to be advanced by MRC as postpetition priority secured financing, comprising:
  • Initial Advance: $8.5 million, to be funded within three business days after the Approval Date
    • Although the Initial Advance is new money advanced by MRC, the enforceable claim for the new money will be an increase to MRC's existing Consented Claim, in the place and stead of the claim for the new money, secured by MRC's current collateral and not subject to additional liens, claims, or rights beyond those attendant to the Consented Claim
    • The Order authorizes the Debtors to obtain the Initial Advance on an interim basis
    • In the event the El Paso Collateral is sold for more than the credit bid, the Initial Advance will be increased by the difference between the total net purchase price paid to MRC and the credit bid amount, up to $1.5 million (for example, a net purchase price of $92 million would increase the Initial Advance by $1.5 million; a net purchase price of $90.5 million would increase it by $500,000)
  • Second Advance: an amount equal to $20 million less the amounts already funded under the Initial Advance
    • To be funded upon the Debtors' written draw request, in increments of $500,000 no more than once every calendar month, subject to a written request by the Debtors and entry of the Second Approval Order
    • The Order does not authorize the Debtors to obtain, borrow, or draw upon the Second Advance; any such authorization, including associated liens, claims, and security interests, is subject to further order of the Court
    • BH Refinance Draw: after the first request for the Second Advance, MRC may (but is not required to) increase the Second Advance by amounts sufficient to repay the BH DIP Loan or any replacement financing, with MRC to hold a junior perfected lien in the Corebridge Collateral, subordinate to Corebridge in the aggregate amount of the increased Second Advance
• Consented Claim: MRC's claim will be allowed in the amount of $570,310,000, plus the Initial Advance, plus the Bonding Liability (any liability of MRC for claims or losses related to surety bonds for mechanics liens to which MRC is the surety), subject to defenses or potential setoff claims
  • If the Consented Claim is repaid in full in cash by August 31, 2026, it will be reduced by $10 million
  • Payments made on account of the Bonding Liability shall not be subject to clawback or defenses
  • MRC's agreement to the Consented Claim applies only to the Debtors; if the Debtors or the Guarantor interpose any defenses or offsets to MRC's claim or otherwise assert claims against MRC, MRC reserves the right to seek the full amount of its claim (the amount alleged due before agreeing to the Consented Claim), including default interest, against the Guarantor

Cash Collateral

• Except as set forth in the Stipulated Final Order Authorizing the Debtors' Use of Cash Collateral [Dkt. No. 453], the Debtors shall not use any of Madison's cash collateral in excess of $25.3 million in the aggregate unless Madison expressly consents in writing
• Madison is deemed to have consented to the Debtors' use of cash collateral in the amounts set forth in the cash collateral budget previously provided to MRC on May 30, 2026
• Under the prior agreement, the use of cash collateral is capped at $25,000,000, plus an additional $300,000 to be used on account of the completion of the Villas (the "Additional Villa Advance")

Interest Rate

• Amounts drawn under either the Initial Advance or the Second Advance: 16.0% per annum
  • In the event MRC funds the BH Refinance Draw, the Second Advance (exclusive of the BH Refinance Draw) will be subject to a minimum multiple of invested capital (MOIC) of 1.2x, as set forth in the Second Advance Approval Order
• Consented Claim (excluding the Initial Advance and the Second Advance): if not repaid or otherwise addressed in a confirmed chapter 11 plan by August 31, 2026, the Consented Claim will accrue interest of S+5.75%, commencing September 1, 2026

Fees

• Consent Fee: $50,000 payable to BH, in consideration of BH's consent to the Initial Advance under the Madison Term Sheet, the agreed amendments to the Borrowing Base Limitation in the Secured Superpriority Debtor-in-Possession Loan Agreement, and the most recently delivered extended budget; further advances under the BH DIP Facility shall be subject to Madison's consent rights under the Madison Term Sheet

Maturity

• Unless MRC agrees otherwise, the Initial Advance and the Second Advance (including the BH Refinance Draw, if applicable) will be due and payable upon the earlier of:
  • The Effective Date of a Plan of Reorganization
  • April 1, 2027 (the "Advance Maturity Date")
• The Parties are authorized to modify or extend any of the dates or deadlines set forth in the Madison Term Sheet upon the Parties' written agreement without further order of the Court

Milestones

• The Debtors will file a Plan of Reorganization by August 1, 2026 (the "Plan Filing Milestone")
• Subject to the Court's schedule, confirmation shall occur no later than September 30, 2026 (the "Confirmation Milestone")
• MRC will not object to issues relating to notice in connection with the confirmation process and the foregoing milestones, unless contradictory to the terms of the Term Sheet

Use of Proceeds

• Pay the Estates' professional fees, as set forth in the most recently delivered extended budget, subject to the terms of the Madison Term Sheet and the Order
• MRC receives all net proceeds from all Villa sales (outside of the amounts contemplated for construction under the prior agreement), applied to principal before outstanding accrued interest or any other outstanding obligation; the Debtors will use commercially reasonable efforts to complete the sale of the Villas
  • Any proceeds received from Villa sales will be applied to the repayment of the Initial Advance before the balance of the MRC Claim, and are not subject to clawback
• MRC receives all net proceeds, after payment of reasonable and customary closing and transaction costs (excluding the payment of claims of other creditors other than real estate taxes or claims senior to the MRC Claim), from all sales of the assets set forth in the Term Sheet and any other sales of MRC collateral, on the same terms as the Villa sale proceeds under existing cash collateral orders

Credit Bid

• No later than ten days after the Execution Date, the Debtors will commence a marketing process for the sale of the El Paso Collateral (properties located at 1340 Bob Hope Property, 11891 Alameda Property, 11801 Alameda Ave., and 12183 Alameda Ave., including the vacant land, each in El Paso, Texas), with a sale to a bona fide third party to close no later than August 31, 2026, or such later date reasonably necessary to obtain a sale order based on the Court's schedule, but in no event later than September 30, 2026 (the "El Paso Sale Deadline")
• If the Debtors execute a new lease satisfying the Lease Requirements (Exhibit B) prior to August 31, 2026, the Debtors may extend the El Paso Sale Deadline with respect to such Collateral for up to 90 days; MRC has agreed to CBRE's retention as broker for the marketing process
• MRC has the right to credit bid, subject to clawback limited to an action for monetary damages and not to unwind the sale and conveyance of the El Paso Collateral; the amount of the credit bid will be $90,000,000
  • If sales do not occur by the El Paso Sale Deadline, MRC will take the unsold El Paso Collateral for the credit bid, to be applied towards principal
• Under the bidding procedures, Madison shall have the right, but not the obligation, to credit bid all or a portion of the value of its secured claims, as agreed by the Debtors or set by the Court prior to the Stalking Horse Bid Deadline, within the meaning of and subject to section 363(k) of the Bankruptcy Code
  • Madison may credit bid its secured claim only with respect to the collateral by which it is secured
  • A credit bid shall not constitute a Qualified Bid if it does not include a cash component sufficient to pay in full all claims for which there are valid, perfected, and unavoidable liens on any Properties included in the bid that are senior in priority to those of Madison
  • If Madison's secured claim is determined by a final order of the Court to be less than any credit bid it submitted, Madison must provide, in cash, the difference between its credit bid and its secured claim within five Business Days of such determination

Securities and Priorities

• Initial Advance:
  • Upon funding, the amount of the Initial Advance shall be added to and become part of the obligations outstanding under the Prepetition Credit Documents, shall increase the Madison Claim on a dollar-for-dollar basis, and shall be entitled to the same treatment, liens, and security interests as the obligations arising under the Prepetition Credit Documents, secured by the existing liens with the same priority and encumbering the same property
  • Madison is granted allowed priority administrative expense claims under section 503(b) of the Bankruptcy Code on account of the Initial Advance against Unit 81 El Paso Owner, LLC, 1340 Bob Hope Drive Owner, LLC, JNY Building Owner, LLC, JNY II Building Owner, LLC, F-Star Socorro Holding Co, LLC, 11751 Alameda Avenue Owner, LLC, Five Star Resort Owner, LLC, Five Star Land Owner, LLC, and FSPV Res C, LLC (the Debtors that own the prepetition MRC collateral), subject and subordinate to the Replacement DIP Superpriority Claim
• Second Advance:
  • The entirety of the Second Advance will be in the form of DIP financing with super-priority administrative claim status, except that it shall be subordinate to the BH DIP and the Corebridge First Mortgage, and secured by the collateral securing the BH DIP and Corebridge
  • Secured by a junior perfected lien and security interest in the collateral currently securing the BH DIP Loan Facility (the "Corebridge Collateral"), junior and subordinate in all respects to the Corebridge and BH loan facilities, as more fully set forth in the Second Approval Order, which will include the right for Madison to record liens against the Corebridge Collateral in right and priority consistent with the Term Sheet
• No such claims will be subject to any offset, defenses, claims, or claims of rights, and no payments on account of any DIP loan claims shall be subject to clawback for any reason
• Nothing in the Order or the Madison Term Sheet shall be deemed to prime or be made senior to the Replacement DIP Liens (with respect to the Replacement DIP Collateral) or the Replacement DIP Superpriority Claims
  • Other than the distribution or disposition of Madison's collateral under the Construction Loan Agreement dated May 11, 2023 (or the proceeds thereof) in an aggregate amount not to exceed the Consented Claim (plus interest under Paragraphs 2 and 3 of the Madison Term Sheet), no payment, repayment, or other distribution shall be made to Madison on account of the DIP Obligations unless and until the Replacement DIP Obligations have been indefeasibly paid in full in cash, all Replacement DIP Superpriority Claims and Replacement DIP Liens have been satisfied, and BH's commitments under the BH DIP Facility have been terminated
  • If Madison receives any payment or distribution on account of the DIP Obligations in violation of the foregoing and prior to indefeasible payment in full in cash of the Replacement DIP Obligations, such payment shall be held in trust for the benefit of BH and promptly paid over to BH
• Nothing in the Order or the Madison Term Sheet shall modify, impair, prime, subordinate, or otherwise adversely affect the liens, security interests, superpriority administrative claims, priorities, payment rights, or other rights of Corebridge Institutional Investments (U.S.), LLC, as set forth in or granted pursuant to the BH Final DIP Order
• The statutory tax liens of the City of El Paso for prepetition and post-petition ad valorem taxes shall retain their statutory lien priority and shall not be primed by or subordinated to any liens granted pursuant to the Order, to the extent such tax liens are valid, senior, perfected, and unavoidable, with all parties' rights to object to the priority, validity, amount, and extent of such claims and liens preserved

Waivers

• Solely as it relates to the Initial Advance, BH waives any rights and events of default that have occurred, are continuing, or would arise under the Replacement DIP Documents as a result of the Debtors' entry into and consummation of the transactions contemplated by the Madison Term Sheet, the Order, or the filing of the Motion; the prior written consent of BH required under Paragraph 17 of the BH Final DIP Order is deemed given, and neither the Debtors' pursuit of the Order nor its entry shall constitute a violation of Paragraph 17 or an Event of Default
• Except as expressly set forth above, entry of the Order is without prejudice to, and does not constitute a waiver of, the rights of BH under the Replacement DIP Documents, the Bankruptcy Code, or applicable non-bankruptcy law, and nothing in the Order shall modify, alter, or waive any terms of the Replacement DIP Documents
• Upon closing sales of the El Paso Collateral, MRC will be deemed to waive any existing post-petition adequate protection claims or liens with respect to the Corebridge Collateral, other than as set forth in the Term Sheet; this shall not waive any claim or lien with respect to the Second Advance

Other Provisions

• Siobahn O'Sullivan will be dismissed without prejudice from the Arizona state-court litigation promptly after executing a tolling agreement (the dismissal not reflecting on the merits of any claims)
• MRC will promptly release requesting parties from existing NDAs to enable participation in the marketing process and provide the Debtors a list of released parties
• The Debtors may not take further advances under the BH DIP Loan without MRC's consent, and may replace it only in an amount no greater than its current outstanding balance (with the balance never exceeding the current outstanding amount)