Inspired Healthcare Capital - Chapter 11 DIP Terms

Inspired Healthcare Capital obtained final approval for a $45 million senior secured superpriority delayed-draw term loan DIP facility provided by JDI Loans and DST DIP, replacing an interim facility from Lapis Municipal Opportunities Fund V paid off at approximately $11.1 million, carrying 10% cash interest per annum with a 365-day maturity extendable twice in six-month increments at 0.50% per extension, and subject to a $2.5 million post-trigger professional fee carve-out. On June 24, 2026, Inspired Healthcare Capital Holdings filed a motion seeking authorization to amend its existing $45 million JDI Loans-led DIP facility by upsizing it $2.155 million to $47.155 million, on terms and fees mirroring the original facility, to fund the "Banterra Buyout"—the purchase, at an approximately 20% discount, of the debt secured by the Silverleaf Property. The Silverleaf Property would serve as additional collateral on which the DIP Lender receives a first-priority lien, with proceeds from any subsequent sale first applied to repay the $2.155 million incremental advance.

DIP Terms

Borrower(s) / Guarantor(s)

Inspired Healthcare Capital Holdings, LLC, as Borrower Representative, together with the other affiliated Debtors identified as "Borrowers" in the DIP Credit Agreement, as DIP Borrowers (collectively, 161 Debtors jointly administered in these Chapter 11 Cases)
Debtor entities identified as "Pledging Guarantors" in the DIP Credit Agreement, as Pledging Guarantors
Debtor entities identified as "Non-Pledging Guarantors" in the DIP Credit Agreement, as Non-Pledging Guarantors

Agent / Lender(s)

JDI Loans, LLC and/or its designees, successors, and assignees, as DIP Lender (as designated in the Final Order)
DST DIP LLC (together with its successors and assigns), as Lender (as named in the DIP Credit Agreement)

DIP Commitments

$45,000,000 senior secured superpriority debtor-in-possession delayed draw term loan facility, available upon entry of the Final Order
- Loans may be drawn in a single or multiple draws in minimum increments of $5,000,000 (and multiples of $1,000,000 in excess thereof, unless such draw is for all remaining commitments)
- Once repaid or prepaid, amounts may not be reborrowed; each advance permanently decreases the Commitment
On the Closing Date, all obligations owing to the prior interim DIP lender, Lapis Municipal Opportunities Fund V, LP (under the Bankruptcy Court's Interim Order at Docket No. 98), were paid in full in cash in the amount of $11,069,018.45 as of March 23, 2026, plus a per diem of $3,849.01 per day (applicable through March 31, 2026) for each day thereafter until payment in full
Mandatory prepayments (within two business days of receipt):
- 90% of net cash proceeds from any sale or disposition of Collateral of a Borrower or Pledging Guarantor
- 100% of net cash proceeds from any non-permitted indebtedness incurred by any Obligor
- 100% of net cash proceeds from any equity issuance by a Borrower or Pledging Guarantor
- 90% of proceeds from any claims or causes of action (other than Avoidance Actions, commercial tort claims, or Insider claims)

Cash Collateral

The Debtors are authorized to use the DIP Lender's Cash Collateral and the Prepetition Secured Parties' Cash Collateral until the DIP Termination Declaration Date, in accordance with the Approved Budget (subject to Permitted Variances) and the Cash Management Order
Cash collateral of one Community may not be used for another Community absent further order of the Court, after notice and a hearing
Extensions of credit under the DIP Facility shall not constitute Cash Collateral of the Prepetition Secured Parties

Interest Rate

10.00% per annum on the daily balance of outstanding advances, computed on the basis of a 365/366-day year for the actual number of days elapsed
Interest payable in cash monthly in arrears on each monthly anniversary of the Effective Date; all accrued and unpaid interest due and payable in cash at the Maturity Date or upon earlier acceleration
Default Rate Increase: +2.0% per annum upon written notice from the Lender following the occurrence and continuance of an Event of Default

Fees

Commitment Fee: 1.0% of Commitment Amount ($450,000), fully earned and non-refundable on the Effective Date, payable in cash on the Closing Date
Exit Fee: 1.0% of Commitment Amount ($450,000), fully earned and non-refundable upon entry of the Final Order and the occurrence of the Effective Date, payable on the Maturity Date or upon earlier acceleration; a pro rata portion of the Exit Fee is payable upon any voluntary or mandatory partial prepayment (except in connection with casualty insurance or condemnation award proceeds)
DIP Lender's professional fees: Capped at $145,000 through the Closing Date (in addition to any deposit previously made), payable on the Closing Date; post-closing professional fees payable subject to the review procedures set forth in the Final Order
Extension Fee: 0.50% of the Commitment Amount ($225,000) per each successive six-month extension period, payable in cash on or prior to the then-current Maturity Date

Maturity

365 calendar days after the Petition Date (i.e., approximately February 2, 2027), or such later date as agreed to by the Lender in its sole discretion (the "Initial Maturity Date")
The Debtors may extend the Initial Maturity Date for two successive six-month periods, subject to:
- No Event of Default or DIP Termination Event then occurring
- Payment of an extension fee equal to 0.50% of the Commitment Amount ($225,000) per extension period, paid in cash on or prior to the then-current Maturity Date
- Written notice delivered to the Lender no later than 10 business days prior to the then-current Maturity Date
All DIP Obligations, including outstanding principal, accrued interest, fees, and other amounts, are due and payable in full in cash on the Maturity Date or upon earlier acceleration

Carve Out

Statutory Fees: All unpaid fees payable to the Clerk of the Court and U.S. Trustee under 28 U.S.C. § 1930(a)(6), together with any applicable interest; not subject to the Approved Budget
Chapter 7 Trustee Fees: Up to $100,000
Pre-Trigger Date Professional Fees: Allowed, unpaid fees and expenses of Professional Persons (Debtor Professionals, Creditors' Committee/DST Committee professionals, and PCO Professionals) incurred prior to the Carve Out Trigger Notice, to the extent permitted by the Approved Budget (plus allowed 20% variance per Professional Person), net of retainers held; PCO Professionals subject to a $100,000 sub-cap
Post-Carve Out Trigger Notice Cap: $2,500,000 in aggregate allowed professional fees of Professional Persons incurred after the Carve Out Trigger Notice
Contingency fees (plan success, financing, transaction, or similar fees) are excluded from both the Pre-Trigger Date Fees and Post-Carve Out Trigger Notice Cap
The Debtors may draw up to $2,500,000 from the DIP Facility solely to fund the Carve Out Account; funds held in the Carve Out Account are held in trust exclusively for the benefit of Professional Persons and are not subject to any DIP Liens or other creditor claims

Use of Proceeds

Fund postpetition working capital needs and other general corporate purposes of the Obligors
Pay professional fees (including funding the Carve Out Account) and expenses of administering the Chapter 11 Cases
Pay fees and expenses payable under the DIP Credit Agreement, including the Commitment Fee, Exit Fee, and DIP Lender Expenses (limited to those incurred on or after March 2, 2026, unless otherwise provided)
Pay interest and other amounts payable under the DIP Credit Agreement or as set forth in the Approved Budget
No proceeds may be used to fund any Challenge of the Prepetition Secured Parties' claims or liens

Credit Bid

The DIP Lender may not credit bid all or any portion of the DIP Obligations in connection with any proposed sale of DIP Collateral unless the aggregate amount of the highest and best bids for all of the Debtors' assets is less than the total outstanding DIP Obligations
Each Prepetition Secured Party retains its rights under section 363(k) of the Bankruptcy Code to credit bid all or any portion of its Prepetition Indebtedness in connection with any proposed sale of the applicable Prepetition Collateral; upon reasonable advance notice, the Debtors shall provide for assignment of such credit bid rights to sub-agents or a newly formed acquisition vehicle

Avoidance Actions

Avoidance actions and proceeds thereof, commercial tort claims (including causes of action against Insiders) and proceeds thereof, and beneficial or trust interests issued by any Borrower, Pledging Guarantor, or Non-Pledging Guarantor are expressly excluded from the DIP Collateral and from the recourse available to the DIP Superpriority Claims

Challenge Period and Budget

The Challenge Deadline is 75 days from the earlier of:
- The date the Debtors file their Schedules of Assets and Liabilities and Statements of Financial Affairs
- March 26, 2026
The Challenge Deadline may be extended in writing by the applicable Prepetition Secured Party or by the Court for good cause shown upon application filed prior to the deadline's expiration; filing of such application automatically tolls the deadline pending the Court's ruling
The Creditors' Committee and DST Committee (if appointed) have standing to commence a Challenge without further order of the Court
Challenge Budget: Up to $25,000 in the aggregate per Community from Prepetition Secured Parties' Cash Collateral may be used by the Creditors' Committee solely to investigate (but not litigate) potential challenges
The DIP Budget shall include a line item for funding Creditors' Committee professionals of not less than $4,000,000

Securities and Priorities

DIP Obligations granted allowed superpriority administrative expense claims against each Debtor, subject only to the Carve Out and Permitted Liens, with priority over all other administrative expense and unsecured claims; provided that the DIP Superpriority Claims shall not have recourse to avoidance actions, commercial tort claims, or claims against Insiders, or proceeds thereof, and shall remain subject and subordinate to any liens held by a Prepetition Secured Party
Continuing, valid, binding, enforceable, non-avoidable, and automatically perfected DIP Liens on all DIP Collateral of the DIP Borrowers and Pledging Guarantors, with the following priorities:
- On unencumbered DIP Collateral: First priority liens, subordinate only to the Carve Out
- On encumbered DIP Collateral: First priority senior priming liens, subordinate only to the Carve Out and Permitted Liens
All pre- and post-petition statutory ad valorem tax liens of the Texas Taxing Authorities constitute Permitted Liens; no DIP Lien shall be senior to Prepetition Liens with respect to Prepetition Collateral

Adequate Protection

Prepetition Secured Parties

Replacement Liens: Continuing, valid, perfected, and enforceable liens on all currently owned or hereafter acquired post-petition property and assets of their respective Encumbered Debtor, to the same extent, priority, and validity as existed as of the Petition Date; subject to liens for ad valorem taxes not yet due and payable and other prior statutory liens
Supplemental Liens: Valid, perfected, and enforceable continuing supplemental liens on all assets of their respective Encumbered Debtor (excluding avoidance actions and commercial tort claims and proceeds thereof); subject to liens for ad valorem taxes not yet due and payable and other prior statutory liens
Superpriority Claims: Allowed superpriority administrative expense claims under section 507(b) against all assets of their respective DST Debtor's estate, subject to the DIP Superpriority Claims and applicable ad valorem tax and statutory liens; no recourse to avoidance actions or commercial tort claims or proceeds thereof
Debt Service Payment From DST Debt Reserve Accounts: Designated reserve accounts not in Debtors' control, set aside solely for post-petition non-default interest payments due to the applicable Prepetition Secured Party; upon exhaustion, the Prepetition Secured Parties may seek payment of interest directly from the estate as additional adequate protection; applications of funds from these accounts remain subject to challenge or recharacterization within 30 days after the close of a transaction involving the Prepetition Collateral

Waivers

Section 506(c): No costs or expenses of administration shall be charged against or recovered from the DIP Lender with respect to the DIP Collateral pursuant to sections 105 or 506(c) of the Bankruptcy Code, except as provided in the Carve Out; effective without prior written consent of the DIP Lender
Marshaling: All parties' rights with respect to the doctrine of "marshaling" or any similar doctrine are expressly preserved, including any argument that the Bankruptcy Court should limit any Debtor's liability based upon the amount of the DIP Loan allocated to such Debtor
Non-Discharge: DIP Obligations shall not be discharged by entry of a plan confirmation order unless the DIP Obligations have been indefeasibly paid in full in cash on or before the effective date of such confirmed plan

Permitted Variance

Tested monthly on a rolling four-week basis (each "Monthly Testing Period"), measured both for the applicable Monthly Testing Period and cumulatively since the Petition Date:
- Total Operating Disbursements (excluding Non-Operating Disbursements and Restructuring Disbursements) shall not exceed 120% of budgeted amounts
- Total Receipts shall not be less than 80% of budgeted amounts
Any unused disbursements in a given Monthly Testing Period shall roll into the Approved Budget for the following Monthly Testing Period
Borrower Representative to deliver Weekly Variance Reports on the fourth business day of each week (commencing the fourth full week after the Effective Date) and Monthly Variance Reports by 5:00 PM Eastern Time on each four-week anniversary of the First Testing Date

DIP Amendment