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renewals or modifications thereto which are permitted hereunder. This is a present, <br />absolute and unconditional assignment, not an assignment for security purposes only, and <br />[Lender]'s right to the Leases and Payments is not contingent upon, and may be exercised <br />without possession of the Red Arrow Collateral, and without the commencement of a <br />foreclosure action or the appointment of a receiver or the institution of any legal <br />proceeding of any kind whatsoever. Furthermore, upon and during the continuance of <br />any Default (as hereinafter defined), [Lender] shall be entitled to receive pursuant to the <br />foregoing assignment, and Grantor shall be obligated to deliver to [Lender] or its <br />designee (including any receiver), any and all Payments collected by Grantor which <br />remain in the possession or control of Grantor, whether or not commingled with other <br />funds of Grantor, and whether collected by Grantor before or after the occurrence of the <br />Default. <br />(Collectively, the "Red Arrow Rents and Profits "). See Red Arrow Deed of Trust, pp. 9 -10, <br />3.1. <br />10. The Red Arrow Note and Red Arrow Deed of Trust were given in connection <br />with a Loan and Security Agreement between Lender and APG. A copy of the Loan and <br />Security Agreement is attached to the Complaint as Exhibit 5 and incorporated by reference <br />herein. <br />11. On August 22, 2012, Lender and APG entered into an Amendment to Loan and <br />Security Agreement, which modified certain terms of the Loan and Security Agreement. A copy <br />of the Amendment to Loan and Security Agreement is attached to the Complaint as Exhibit 6 <br />and incorporated by reference herein. All necessary consents to make the Amendment to Loan <br />and Security Agreement were obtained. The Loan and Security Agreement and Amendment to <br />Loan and Security Agreement may be referred to collectively as the "Amended Red Arrow Loan <br />Agreement." <br />12. On or before October 1, 2012, various Events of Default occurred under the terms <br />of the Amended Red Arrow Loan Agreement. <br />13. On December 21, 2012, Lender and APG entered into a Forbearance Agreement, <br />under which Lender agreed to forebear from exercising its remedies under the Amended Red <br />Arrow Loan Agreement so long as (i) no new Events of Default under the terms of the Amended <br />Red Arrow Loan Agreement occurred and (ii) no breaches under the terms of the Forbearance <br />Agreement occurred. A copy of the Forbearance Agreement is attached to the Complaint as <br />Exhibit 7 and incorporated by reference herein. <br />14. The Red Arrow Note, Red Arrow Deed of Trust, Amended Red Arrow Loan <br />Agreement, and Forbearance Agreement, and any other documents evidencing or securing the <br />payment of the indebtedness due and owing under the Red Arrow Note, may hereafter be <br />referred to collectively as the "Red Arrow Loan Documents." The Lender is the owner and <br />holder of the Red Arrow Loan Documents. <br />Defaults Under The Red Arrow Loan Documents And Lender's Right To A Receiver <br />HRODEM1646830 1 <br />