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r <br /> 13. The OSM Note, Mortgage, and PSA were given in connection with a Credit <br /> Agreement(the "Credit Agreement")between the applicable Lender Parties on the one hand, <br /> and the applicable OSM Parties on the other and the ISDA Master Agreement governing the <br /> Derivative Transactions. A copy of the Credit Agreement is attached to the Motion as Exhibit 5 <br /> and incorporated by reference herein. A copy of the ISDA Master Agreement is attached to the <br /> Motion as Exhibit 6 and incorporated by reference herein. <br /> 14. On or before March 7, 2022,various Events of Default occurred under the terms <br /> of the Credit Agreement and the ISDA Master Agreement. These included but were not limited <br /> to failure by the OSM Parties to make the March 7, 2022 principal payment in the amount of <br /> $1,750,000 and the March 7, 2022 interest payment in the amount of$993,134.10 due under the <br /> Note and Section 2.5 of the Credit Agreement. <br /> 15. On March 16, 2022,the Lender Parties and various parties to these loan <br /> agreements entered into a Standstill and Waiver to Credit Agreement and a separate Standstill <br /> and Waiver to the MEA [ISDA] Master Agreement(together,the "Forbearance"),under which <br /> the Lender Parties agreed to forebear from exercising its remedies under the Credit Agreement <br /> and the ISDA Master Agreement until May 31, 2022. The Lender Parties agreed to enter into the <br /> Forbearance based on a request made on behalf of the OSM Parties to provide them with the <br /> time to seek to raise funding through the issuance of new equity. The Forbearance was <br /> subsequently extended by letter three additional times. A copy of the Forbearance and the <br /> extension letters are attached hereto as Exhibit 7 and incorporated by reference herein. <br /> 16. The OSM Note,Mortgage, PSA, Credit Agreement,the ISDA Master Agreement <br /> and the Forbearance, and any other documents evidencing or securing the payment of the <br /> indebtedness due and owing under the OSM Note, may hereafter be referred to collectively as <br /> the "OSM Credit Documents." The Lender Parties are the owner and holder of the OSM Credit <br /> Documents. <br /> Defaults Under The OSM Loan Documents And Lender's Right To A Receiver <br /> 17. The facts which justify the ex parte appointment of a receiver for the OSM <br /> Collateral in this matter are as follows: <br /> a. As of the time of this filing, Defendants are in default of the terms of the OSM <br /> Credit Documents and the Lender Parties are entitled to the remedies afforded <br /> them under the OSM Credit Documents. <br /> b. Lender has notified Defendants of the existence and continuation of the Events of <br /> Default on numerous occasions via written and verbal communications. The <br /> aggregate indebtedness owing under the OSM Credit Documents includes the <br /> outstanding principal balance and accrued interest of$30,393,875.66,together <br /> 3 <br /> USA.605462236.2/ZP9 <br />