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the Special Warranty Deed is attached to the Complaint as Exhibit 1 and incorporated by <br />reference herein. <br />4. The Red Arrow Property, among other things, secures the obligations of APG <br />under that certain loan indebtedness described herein. The legal description of the Red Arrow <br />Property is attached to the Complaint as Exhibit 2 and is incorporated herein. <br />5. Defendant Red Arrow Gold Corporation ( "RAGC "), is 51 % owner of the Red <br />Arrow Property, pursuant to a Special Warranty Deed executed by Defendants on December 14, <br />2011, and recorded December 22, 2011, under Reception No. 580254 of the records of the Clerk <br />and Recorder of the County of Montezuma, State of Colorado, which is attached as Exhibit 1 to <br />the Complaint. RAGC consented to the use of the Red Arrow Property, among other things, to <br />secure the obligations of APG pursuant to the loan indebtedness described herein. <br />6. Lender is the holder and owner of that certain Promissory Note, dated as of <br />December 14, 2011, in the maximum principal amount of $25,000,000.00, executed by APG (at <br />the time named "He -Man LLC "), as "Maker" (the "Red Arrow Note "). A copy of the Red <br />Arrow Note is attached to the Complaint as Exhibit 3 and incorporated by reference herein. <br />7. The Red Arrow Note is secured, in part, by that certain Deed of Trust with <br />Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing ( "Red Arrow <br />Deed of Trust "), dated as of December 14, 2011, executed by Defendants and recorded <br />December 22, 2011, under Reception No. 580255 of the records of the Clerk and Recorder of the <br />County of Montezuma, State of Colorado. A copy of the Red Arrow Deed of Trust as recorded <br />is attached to the Complaint as Exhibit 4 and incorporated by reference herein. <br />8. Pursuant to the Red Arrow Deed of Trust, Defendants granted to Lender a first <br />priority lien on the Red Arrow Property, referred to as the "Red Arrow Collateral" in the Red <br />Arrow Deed of Trust: <br />1. All right, title and interest of Grantor in and to the mine commonly referred to as <br />the mining rights located in Montezuma County, Colorado, and any and all other mines <br />and mill sites now or hereafter located in, on or under the Lands, as defined below (such <br />mines and mill sites are herein individually and collectively referred to as the "Mine "), <br />and all property, interests and rights associated therewith or related thereto, including, <br />without limitation, the following (whether now owned or hereafter created or acquired by <br />operation of law or otherwise, and whether now or hereafter existing or created): <br />(a) The entire fee simple estate in and to lands in Montezuma County, <br />Colorado that are described in Part I of Exhibit A and all interests therein (but <br />excluding any interest in such lands that is specifically excluded in Exhibit A) <br />(collectively, the "Fee Lands "), together with all property, interests and rights of <br />whatever kind or character therein and thereto; <br />(b) The entire estates in and to or created by the mining interest described in <br />Part II of Exhibit A (the "Mining Interests ") covering or relating to all or any <br />portion of the lands described either in Part 11 of Exhibit A or in the Mineral <br />Leases (collectively, the "Leasehold Lands "; the term "Leasehold Lands" as used <br />2 <br />HRODEM1646830 1 <br />