Common use of Bankruptcy Remote Clause in Contracts

Bankruptcy Remote. Neither Holdco SPV or Remark SPV shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, in form and substance reasonably acceptable to the Required Holders (with the organization documents in effect on December 3, 2021 being deemed to be reasonably acceptable), which bylaws or operating agreement, as applicable, shall contain usual and customary provisions for (i) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (ii) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV and Xxxxxx.xxx. Holdco SPV and Remark SPV, as applicable, shall have the following limitations on business activity: (i) Remark SPV’s sole business shall be being a Guarantor hereunder; (ii) Remark SPV shall grant no Liens except under this Agreement and the Notes and shall have no creditors except the Holders and professional service providers (including, without limitation, attorneys, tax advisors and auditors); (iii) Holdco SPV’s sole business shall be owning 100% of the capital stock of Remark SPV and 100% of the member’s interests of Xxxxxx.xxx and being a Guarantor hereunder and shall have no creditors except the Holders; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV and Holdco SPV shall grant no Liens except under this Agreement and the Notes and shall have no creditors except the Holders. Remark SPV shall be a wholly-owned direct subsidiary of Holdco SPV, Xxxxxx.xxx shall be a wholly-owned direct subsidiary of Holdco SPV and Holdco SPV shall be a wholly-owned direct subsidiary of the Issuer. In addition, the Note Parties shall cause each of Holdco SPV and Remark SPV to comply with all of their respective obligations, including obligations to maintain its special purpose vehicle separateness and bankruptcy remote structure, and the Note Parties shall not amend any such provisions without the prior written consent of the Required Holders.

Bankruptcy Remote. Neither Holdco SPV or Remark SPV IPCo nor IPHoldCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, in form and substance reasonably acceptable to the Required Holders Lenders (with the organization documents Organizational Documents in effect on December 3, 2021 the Closing Date being deemed to be reasonably acceptable), which bylaws or operating agreement, as applicable, shall contain usual and customary provisions for (i) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (ii) separateness representations and covenants. Holdco SPV IPCo shall not at any time fail to solely and exclusively own 100% the entire right and title and/or have rights as licensee (except pursuant to the Intercompany License Agreements) in and to the patents and other IP Rights of any form, including formulas, trade secrets, know-how, methods or processes, whether or not registered, which it owns or has licensed except for (A) those rights which are not material to the business of the equity Loan Parties and their Included Subsidiaries and in the ordinary course of Remark SPV maintaining an intellectual property portfolio are not routinely renewed, and Xxxxxx.xxx(B) the share or portion of any IP Rights co-owned with a third party pursuant to a Contractual Obligation entered into by any Loan Party in the ordinary course of business and on Arm’s Length Terms expressly granting co-ownership in and to such IP Rights to such third party. Holdco SPV Without limiting the generality of the foregoing, the parties hereto aknowledge and Remark SPV, agree that Schedule 6.19 sets forth a nonexclusive list of co-owned IP Rights as applicable, of the date of this Agreement fitting within the exception set forth in the immediately preceding sentence. Each of IPCo and IPHoldCo shall have the following limitations limtiations on business activity: (i) Remark SPVIPCo’s sole business shall be the ownership and maintenance of the IP Rights and being a Guarantor hereunder; (ii) Remark SPV IPCo shall grant no Liens except under this Agreement the Loan Documents and Permitted Liens under clauses (b) and (k) of the Notes definition thereof and shall have no creditors except the Holders Lenders and professional service providers (including, without limitation, attorneys, tax advisors advisors, auditors and auditorsintellectual property service firms); (iii) Holdco SPVIPHoldCo’s sole business shall be owning 100% of the capital stock Capital Stock of Remark SPV and 100% of the member’s interests of Xxxxxx.xxx IPCo and being a Guarantor hereunder and shall have no creditors except the Holdershereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV and Holdco SPV IPHoldCo shall not grant no Liens except under this Agreement and the Notes Loan Documents and shall have no creditors except the HoldersLenders. Remark SPV IPHoldCo shall be a wholly-wholly owned direct subsidiary Subsidiary of Holdco SPVMeredian Holdings Group, Xxxxxx.xxx shall be a wholly-owned direct subsidiary of Holdco SPV and Holdco SPV shall be a wholly-owned direct subsidiary of Inc. or such other Loan Party as the Issuerparties may agree. In addition, the Note Loan Parties shall cause each of Holdco SPV and Remark SPV IPCo to comply with all of their respective IPCo’s obligations, including IPCo’s obligations to maintain its special purpose vehicle separateness and bankruptcy remote structure, and the Note Loan Parties shall not amend any such provisions without the prior written consent of the Required HoldersLenders.

Bankruptcy Remote. Neither Holdco SPV or Remark SPV shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, in form and substance reasonably acceptable to the Required Holders Lender (with the organization documents in effect on December 3, 2021 the Closing Date being deemed to be reasonably acceptable), which bylaws or operating agreement, as applicable, shall contain usual and customary provisions for (i) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (ii) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV and and, after the Amendment Effective Date, Xxxxxx.xxx. Holdco SPV and Remark SPV, as applicable, shall have the following limitations on business activity: (i) Remark SPV’s sole business shall be being a Guarantor hereunder; (ii) Remark SPV shall grant no Liens except under this Loan Agreement and the Notes and shall have no creditors except the Holders Lender and professional service providers (including, without limitation, attorneys, tax advisors and auditors); (iii) Holdco SPV’s sole business shall be owning 100% of the capital stock of Remark SPV and 100% of the member’s interests of Xxxxxx.xxx and being a Guarantor hereunder and shall have no creditors except the HoldersLender; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV and Holdco SPV shall grant no Liens except under this Loan Agreement and the Notes and shall have no creditors except the HoldersLender. Remark SPV shall be a wholly-owned direct subsidiary of Holdco SPV, Xxxxxx.xxx shall be a wholly-owned direct subsidiary of Holdco SPV and Holdco SPV shall be a wholly-owned direct subsidiary of the IssuerBorrower. In addition, the Note Loan Parties shall cause each of Holdco SPV and Remark SPV to comply with all of their respective obligations, including obligations to maintain its special purpose vehicle separateness and bankruptcy remote structure, and the Note Loan Parties shall not amend any such provisions without the prior written consent of the Required HoldersLender.

Bankruptcy Remote. Neither Holdco SPV Once established in accordance with Section 9.21, neither IPCo or Remark SPV IPHoldCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, in form and substance reasonably acceptable to the Required Holders (with the organization documents in effect on December 3, 2021 being deemed to be reasonably acceptable)Majority Lenders, which bylaws or operating agreement, as applicable, shall contain usual and customary provisions for (ia) appointment of an independent director whose affirmative vote shall be required to commence an insolvency any insolvency, bankruptcy or comparable proceeding (the “Independent Director”) and (iib) separateness representations and covenants, in each case pursuant to terms reasonably consistent with those set forth in Schedule 10.18 hereto. Holdco SPV IPCo shall not at any time fail to own 100% and/or have rights as licensee to the patents and other Intellectual Property of any form, including formulas, trade secrets, know-how, methods or processes, whether or not registered, which it owns or has licensed except for those rights which are not material to the business of the equity Loan Parties and their Subsidiaries and in the ordinary course of Remark SPV maintaining an Intellectual Property portfolio are not routinely renewed. IPCo and Xxxxxx.xxx. Holdco SPV and Remark SPV, as applicable, IPHoldCo shall not have the following limitations on any business activityactivity except: (i) Remark SPVIPCo’s sole business shall be being a Guarantor hereunderthe ownership and maintenance of the Intellectual Property used or useful in the business of the Borrower and its Subsidiaries; (ii) Remark SPV IPCo shall grant no Liens except under this Agreement and the Notes Loan Documents and shall have no creditors except the Holders Lenders and professional service providers (including, without limitation, 77 102120121 attorneys, tax advisors advisors, auditors and auditorsintellectual property service firms); (iii) Holdco SPVIPHoldCo’s sole business shall be owning 100% of the capital stock Equity Interests of Remark SPV and 100% of the member’s interests of Xxxxxx.xxx IPCo and being a Guarantor hereunder hereunder; and (iv) IPHoldCo shall grant no Liens except under the Loan Documents and shall have no creditors except the Holders; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV and Holdco SPV shall grant no Liens except under this Agreement and the Notes and shall have no creditors except the HoldersLenders. Remark SPV IPHoldCo shall be a wholly-wholly owned direct subsidiary Subsidiary of Holdco SPVthe Borrower, Xxxxxx.xxx and IPCo shall be a wholly-direct wholly owned direct subsidiary Subsidiary of Holdco SPV and Holdco SPV shall be a wholly-owned direct subsidiary of the IssuerIPHoldCo. In addition, the Note Loan Parties shall cause each of Holdco SPV and Remark SPV IPCo to comply with all of their respective IPCo’s obligations, including IPCo’s obligations to maintain its special purpose vehicle separateness and bankruptcy remote structure, and the Note Loan Parties shall not amend any such provisions without the prior written consent of the Required HoldersMajority Lenders.

Bankruptcy Remote. Neither Holdco SPV IPCo or Remark SPV IPHoldCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, in form and substance reasonably acceptable to the Required Holders Majority Lenders (with the organization documents Organizational Documents in effect on December 3, 2021 the Closing Date being deemed to be reasonably acceptable), which bylaws or operating 66 agreement, as applicable, shall contain usual and customary provisions for (ia) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (iib) separateness representations and covenants. Holdco SPV IPCo shall not at any time fail to own 100% and/or have rights as licensee to the patents and other Intellectual Property of any form, including formulas, trade secrets, know-how, methods or processes, whether or not registered, which it owns or has licensed except for those rights which are not material to the business of the equity Loan Parties and their Subsidiaries and in the ordinary course of Remark SPV maintaining an Intellectual Property portfolio are not routinely renewed. IPCo and Xxxxxx.xxx. Holdco SPV and Remark SPV, as applicable, IPHoldCo shall not have the following limitations on any business activityactivity except: (i) Remark SPVIPCo’s sole business shall be being a Guarantor hereunderthe ownership and maintenance of the Intellectual Property used or useful in the business of the Borrower and its Subsidiaries; (ii) Remark SPV IPCo shall grant no Liens except under this Agreement and the Notes Loan Documents and shall have no creditors except the Holders Lenders and professional service providers (including, without limitation, attorneys, tax advisors advisors, auditors and auditorsintellectual property service firms); (iii) Holdco SPVIPHoldCo’s sole business shall be owning 100% of the capital stock Equity Interests of Remark SPV and 100% of the member’s interests of Xxxxxx.xxx IPCo and being a Guarantor hereunder hereunder; and (iv) IPHoldCo shall grant no Liens except under the Loan Documents and shall have no creditors except the Holders; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV and Holdco SPV shall grant no Liens except under this Agreement and the Notes and shall have no creditors except the HoldersLenders. Remark SPV IPHoldCo shall be a wholly-wholly owned direct subsidiary Subsidiary of Holdco SPVthe Borrower, Xxxxxx.xxx and IPCo shall be a wholly-direct wholly owned direct subsidiary Subsidiary of Holdco SPV and Holdco SPV shall be a wholly-owned direct subsidiary of the IssuerIPHoldCo. In addition, the Note Loan Parties shall cause each of Holdco SPV and Remark SPV IPCo to comply with all of their respective IPCo’s obligations, including IPCo’s obligations to maintain its special purpose vehicle separateness and bankruptcy remote structure, and the Note Loan Parties shall not amend any such provisions without the prior written consent of the Required HoldersMajority Lenders.

Bankruptcy Remote. Neither Holdco SPV or Remark SPV shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, in form and substance reasonably acceptable to the Required Holders Lender (with the organization documents in effect on December 3, 2021 the Closing Date being deemed to be reasonably acceptable), which bylaws or operating agreement, as applicable, shall contain usual and customary provisions for (i) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (ii) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV. Remark SPV and Xxxxxx.xxxshall not at any time fail to own the ShareCare Shares. Holdco SPV and Remark SPV, as applicable, shall have the following limitations on business activity: (i) Remark SPV’s sole business shall be the ownership and maintenance of the ShareCare Shares and being a Guarantor hereunder; (ii) Remark SPV shall grant no Liens except under this Loan Agreement and the Notes and shall have no creditors except the Holders Lender and professional service providers (including, without limitation, attorneys, tax advisors and auditors); (iii) Holdco SPV’s sole business shall be owning 100% of the capital stock of Remark SPV and 100% of the member’s interests of Xxxxxx.xxx and being a Guarantor hereunder and shall have no creditors except the Holdershereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV and Holdco SPV shall grant no Liens except under this Loan Agreement and the Notes and shall have no creditors except the HoldersLender. Remark SPV shall be a wholly-wholly owned direct subsidiary of Holdco SPV, Xxxxxx.xxx shall be a wholly-owned direct subsidiary Subsidiary of Holdco SPV and Holdco SPV shall be a wholly-wholly owned direct subsidiary Subsidiary of the IssuerBorrower. In addition, the Note Loan Parties shall cause each of Holdco SPV and Remark SPV to comply with all of their respective obligations, including obligations to maintain its special purpose vehicle separateness and bankruptcy remote structure, and the Note Loan Parties shall not amend any such provisions without the prior written consent of the Required Holders.Lender. KL2 3260857.5