SECURITY AGREEMENT dated as of August 21, 2018 (this Agreement), among ALIGNMENT HEALTHCARE USA, LLC, a Delaware limited liability company (Borrower), ALIGNMENT HEALTHCARE HOLDCO 2, LLC, a Delaware limited liability company (Holdings), the undersigned subsidiaries (collectively with Borrower, Holdings and each entity that becomes a Grantor hereunder as contemplated by Section 5.12, the Grantors and each, a Grantor), and CRG SERVICING LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, Administrative Agent).
The Lenders have agreed to provide term loans to Borrower as provided in the Loan Agreement (as defined below).
Each Grantor (other than Borrower) has guaranteed the obligations of Borrower to the Secured Parties under the Loan Agreement.
To induce the Lenders to extend credit under the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor has agreed to grant a security interest in the Collateral (as defined below) of such Grantor as security for the Secured Obligations (as defined below).
Accordingly, the parties hereto agree as follows:
Section 1. Definitions, Etc.
1.01 Certain Uniform Commercial Code Terms. As used herein, the terms Accession, Account, Chattel Paper, Check, Commodity Account, Commodity Contract, Deposit Account, Document, Electronic Chattel Paper, Encumbrance, Equipment, Fixture, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Proceeds, Promissory Note, Record and Supporting Obligation have the respective meanings set forth in Article 9 of the NYUCC, and the terms Financial Asset, Securities Account, Security and Security Entitlement have the respective meanings set forth in Article 8 of the NYUCC.
1.02 Additional Definitions. In addition, as used herein:
Collateral has the meaning assigned to such term in Section 3.01.
Copyrights means all copyrights, copyright registrations and applications for copyright registrations, including all renewals and extensions thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto.
Excluded Asset means, to the extent any property is excluded from the Collateral solely by operation of Section 3.02, such property.