225663 an RAS UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (oranda CAREFULLY Teste PHONE OF CONTACT ATPLER opal Corporation Service Company 1-800-858-5294 5 SEND AGRNGWIEDOWENT TO" Nao an aon) [7109120681 - 380800 CSC 50 DRAWDOWN ie Filed In: New York (S.0.S.) {HE ABOVE SPACES FOR FILNG OFFICE USEONLY {BESTOWS AGT FOL LEOHL NE reece ne Soman are PAULSON |JOHN |A. ‘emanarcorss 7257 Avenue of the Americas, SOTA | ATE pea jaar Floor New York NY_ | 10020 Usa SESE — [OTROS Ta HPC oroRERETEN — [RRO REAR —— fe oR TERT AF pesron | Individual Ione T ROOTIONAT DEBTORS EAGT FAL LEGAL NAME oa a i St SG ES NTN PAULSON JOHN EMRE ARES TET Avenue ofthe Amencas, Bom Te faa Rom oar ca New York ny | 10020 USA FS STS — ROCRSE x TPE SF CR TEN [ARENT ORGTEIN —— 5g OREMERTEROL A Ta ereiMeo Individual oe SECURED PARTY S was prt atoTa hoamat aNSGGONED, mvc guoeney SSS) [S= ORGANATIONS NAME HSBC BANK USA, NATIONAL ASSOCIATION SURGES G5 Fifth Aves rar Ise PORT OOBE jssaoar New York Ny {10018 USA ‘See Exhibit A attached hereto and made a part here. F Spa ER TENT SOOT OODAO 109120691 TUF OFFICE OOPY UGE FAANGING STATEMENT FORM UST (REV. RID F7Fa5-1 PRY FILING NUMBER: 201512180651256225663 nike EXHIBIT A TO UCC-1 FINANCING STATEMENT OF JOHN A. PAULSON and JOHN PAULSON (COLLECTIVELY, THE “DEBTOR”) TO HSBC BANK USA, NATIONAL ASSOCIATION (THE “SECURED PARTY”) 1. Grant of Security Interest. (a) As collateral security for the prompt, timely and complete payment and performance of all of its present and future Obligations whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, the Debtor hereby assigns and grants to the Secured Party a continuing security interest and right of pledge in all of the Debtor’s right, title and interests in and to the following assets and property described below, whether now owned or hereafter acquired by the Debtor, wherever located, and whether now or hereafter existing or arising (all of which shall constitute the “Collateral (i) ___ the Debtor’s limited partnership interests in the Funds, including, without limitation, the capital accounts and all amounts or other property credited thereto from, time to time, the Debtor's right to receive payments and distributions of whatever kind or character at any time made, owing or payable to the Debtor and its successors and assigns in respect of or on account of such limited partnership interest, whether now due or to become due, whether in cash or other property, and whether representing income, profits, distributions pursuant to complete or partial liquidation or dissolution of the Fund, repayment of capital contributions, loans, advances or other extensions of credit by the Debtor with respect to such limited partnership interest, or other reimbursements or payments from the Fund with respect to the limited partnership interest, and the right to receive, receipt for, use and enjoy all such payments and distributions, and all proceeds therefrom (the “Fund Interests”); all proceeds of the Fund Interests deposited i Account and any and all assets, including any Investment Property, depo: therein from time to time; all Records with respect to any Collateral; and (iv) all Proceeds of any and all of the Collateral (6) The Debtor hereby agrees, and has instructed or shall so instruct the Funds, that all payments, distributions, and transfers from the capital account of the Fund Interests shall be paid by the Funds (or their agents) directly to the Secured Party for deposit into the Pledged Account. (©) All dividends, payments, distributions, income, interest, cash and other amounts or property from time to time distributed or paid with respect to any Collateral or dividends, payments and distributions on account of any stock or other securities or interests in wvise7061 217837-00240,the form of instruments, securities or distributions on any Collateral shall be deemed Proceeds of the Collateral subject to the lien of the Security Agreement and, if not received directly by the Secured Party, shall be delivered immediately to Secured Party by the Debtor in form for transfer and deposited into the Pledged Account. (@)___ The securities entitlements with respect to any certificates, instruments or shares of any security received by Secured Party in exchange or substitution for or in addition to any other security or Investment Property pledged hereunder or contained in the Pledged Account (whether in connection with a stock split, or recapitalization or otherwise) shall be deposited into the Pledged Account or if received by the Debtor, shall be received by the Debtor in trust for the Secured Party and promptly delivered by the Debtor to the Secured Party (in form satisfactory to Secured Party) with appropriate endorsements or stock powers endorsed in blank for deposit into the Pledged Account. ©) If, notwithstanding the instructions of the Debtor to the Funds or their agents, to distribute and pay all of the Fees directly to the Secured Party for deposit into the Pledged Account, any such payments are made to or received by the Debtor, such Fees shall be received by the Debtor in trust for the Secured Party and promptly delivered by the Debtor to the Secured Party (in form satisfactory to Secured Party) for deposit into the Pledged Account. 2. Additional Definitions. Unless otherwise defined herein, terms defined in Article 1, Article 8 or Article 9 of the Uniform Commercial Code in effect as of the date hereof in the State of New York (the “UCC”) are used herein as therein defined. (6) Unless otherwise defined herein, the following additional terms have, for the purposes hereof, the meanings set forth below: “Borrower” means Paulson & Co., Inc., a Delaware corporation. “Collateral” shall have the meaning assigned to it in Section 1(a) hereof. “Loan Agreement” means the Revolving Credit Agreement, dated December 20, 2010, between the Borrower and the Secured Party, as amended, supplemented, modified or revised from time to time. ‘Fees” shall mean any management fees or allocations payable by the Funds to the Debtor pursuant to the Fund Agreements, which are paid as “Management Fees”, but specifically excluding “Performance Fees”, incentive fees or allocations based upon net capital appreciation. “Fund Agreements” shall mean the limited partnership agreement of each of the Funds, as each may be amended, supplemented, modified or revised from time to time. “Funds” shall mean (i) Paulson Partners Enhanced, L.P., (ji) Paulson Advantage Il, L-P., (ii) Paulson Advantage Plus Il, L.P., and (iv) Paulson Credit Opportunities IV, L-P., , each a Delaware limited partnership. NyBEM6. 2 217937-00240“Investment Property” means all cash, cash equivalents, securities, stock splits, financial instruments, financial assets, securities entitlements, investment property and other instruments or interests including, without limitation, treasury and other governmental securities, stocks, bonds, notes, money market obligations, options and derivative instruments of any type or description. “Obligations” shall mean (i) all amounts payable by the Debtor or the other Obligors to the Secured Party under the Guaranty, the Loan Agreement, the other Loan Documents and this Security Agreement; (ii) all documented costs reasonably incurred by the Secured Party, or any Person acting on their behalf to obtain, preserve, perfect and enforce the Loan Agreement, the other Loan Documents, this Security Agreement, and the assignments, pledges and security interests granted herein, to collect and enforce the Obligations and to maintain, preserve, collect and enforce the Collateral and the security interest therein, including all interest, taxes, assessments, insurance premiums, fees, charges, expenses (of a sale or otherwise) and reasonable attorneys’ fees and expenses; (iii) interest on the foregoing amounts as set forth in the Loan Agreement; (iv) the performance, satisfaction and observance by the Debtor and the other Obligors of, and compliance by the Debtor with, the covenants, obligations, duties, undertakings, warranties, and conditions applicable to the Debtor hereunder, and by the Debtor and the other Obligors under the Loan Agreement or the other Loan Documents; and (v) any and all renewals and extensions of all or any part of the indebtedness, covenants, obligations, liabilities, duties, undertakings, warranties and conditions described or referred to in the foregoing subsections (i) through (iv) inclusive. “Obligors” shall mean Paulson & Co. Inc., a Delaware corporation, Paulson Capital Inc., a Delaware corporation, Paulson Advisers LLC, a Delaware limited liability ‘company, Paulson Advisers It LLC, a Delaware limited liability company, Paulson Advisers II] LLC, a Delaware limited liability company, Paulson Management LP, a Delaware limited partnership (successor by conversion to Paulson Management LLC, a Delaware limited liability company), Paulson Management II LP, a Delaware limited partnership (successor by conversion to Paulson Management II LLC, a Delaware limited liability company), Paulson Management IIT LP, a Delaware limited partnership (successor by conversion to Paulson Management III LLC, a Delaware limited liability company), Paulson Management IV LLC, a Delaware limited liability company, Paulson Holdings LLC, a Delaware limited liability company, Plus Securities LLC, a Delaware limited liability company, Paulson Europe LP, an England and Wales limited liability partnership, and John A. Paulson, “Pledged Account” shall mean the accounts in the name of the Debtor held with the Secured Party at its office at 452 Fifth Avenue, New York, New York 10018, as more particularly deseribed in the Security Agreement, and any successor account(s). “Records” shall mean all books of account, ledger sheets, files, and other records of the Debtor with respect to the Fund Interests, including, without limitation, all computer disks and tapes upon which is stored any information relating thereto. “Security Agreement” means the Assignment and Security Agreement, dated as of December 17, 2015, between the Debtor and the Secured Party, as amended, supplemented, modified or revised from time to time. Brrp37-on240(©) Any other capitalized terms used herein without definition shall have the same meanings set forth in the Loan Agreement and the Security Agreement. nD wn an n oe Nvi3ea706 2vmsTa02ad