Common use of Bankruptcy Remote Clause in Contracts

Bankruptcy Remote. Neither Remark SPV Holdco LLC (“Holdco SPV”) nor Remark Holdings SPV, Inc. (the “Remark SPV”) shall at any time fail to be organized as a bankruptcy-remote entity having an operating agreement or bylaws, as applicable, in form and substance reasonably acceptable to the Holder (with such operating agreement and bylaws in effect on the date of this Agreement being deemed to be reasonably acceptable to the Holder), which an operating agreement or bylaws, as applicable, shall contain usual and customary provisions for (a) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (b) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV. Remark SPV shall not at any time fail to own 100% of the equity of Sharecare, Inc. (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 Agreement 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 being a Guarantor hereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV shall grant no Liens except under this Agreement and shall have no creditors except the Holders. Remark SPV 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 Grantors 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 Loan Parties shall not amend any such provisions without the prior written consent of the Holders.

Bankruptcy Remote. Neither Remark SPV Holdco LLC (“Holdco SPV”) nor Remark Holdings SPVOnce established in accordance with Section 9.21, Inc. (the “Remark SPV”) neither IPCo or IPHoldCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement or bylawsagreement, as applicable, in form and substance reasonably acceptable to the Holder (with such operating agreement and bylaws in effect on the date of this Agreement being deemed to be reasonably acceptable to the Holder)Majority Lenders, which an bylaws or operating agreement or bylawsagreement, as applicable, shall contain usual and customary provisions for (a) 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 (b) 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 SPVmaintaining an Intellectual Property portfolio are not routinely renewed. Remark SPV IPCo and IPHoldCo shall not at have any time fail to own 100% of the equity of Sharecare, Inc. (the “ShareCare Shares”). Holdco SPV and Remark SPV, as applicable, shall have the following limitations on business activityactivity except: (i) Remark SPVIPCo’s sole business shall be the ownership and maintenance of the ShareCare Shares Intellectual Property used or useful in the business of the Borrower and being a Guarantor hereunderits Subsidiaries; (ii) Remark SPV IPCo shall grant no Liens except under this Agreement the 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 IPCo and being a Guarantor hereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV IPHoldCo shall grant no Liens except under this Agreement the Loan Documents and shall have no creditors except the HoldersLenders. Remark SPV IPHoldCo shall be a wholly owned direct Subsidiary of Holdco SPV the Borrower, and Holdco SPV IPCo shall be a direct wholly owned direct Subsidiary of the IssuerIPHoldCo. In addition, the Grantors 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 Loan Parties shall not amend any such provisions without the prior written consent of the HoldersMajority Lenders.

Bankruptcy Remote. Neither Holdco SPV or Remark SPV Holdco LLC (“Holdco SPV”) nor Remark Holdings SPV, Inc. (the “Remark SPV”) shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement or bylawsagreement, as applicable, in form and substance reasonably acceptable to the Holder Required Holders (with such operating agreement and bylaws the organization documents in effect on the date of this Agreement December 3, 2021 being deemed to be reasonably acceptable to the Holderacceptable), which an bylaws or operating agreement or bylawsagreement, as applicable, shall contain usual and customary provisions for (ai) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (bii) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV. Remark SPV shall not at any time fail to own 100% of the equity of Sharecare, Inc. (the “ShareCare Shares”)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 the ownership and maintenance of the ShareCare Shares and 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 hereunderhereunder 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 wholly-owned direct Subsidiary subsidiary of Holdco SPV, Xxxxxx.xxx shall be a wholly-owned direct subsidiary of Holdco SPV and Holdco SPV shall be a wholly wholly-owned direct Subsidiary subsidiary of the Issuer. In addition, the Grantors 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 Loan Note Parties shall not amend any such provisions without the prior written consent of the Required Holders.

Bankruptcy Remote. Neither Remark SPV Holdco LLC (“Holdco SPV”) nor Remark Holdings SPV, Inc. (the “Remark SPV”) IPCo or IPHoldCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement or bylawsagreement, as applicable, in form and substance reasonably acceptable to the Holder Majority Lenders (with such operating agreement and bylaws the Organizational Documents in effect on the date of this Agreement Closing Date being deemed to be reasonably acceptable to the Holderacceptable), which an bylaws or operating agreement or bylawsagreement, as applicable, shall contain usual and customary provisions for (a) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (b) 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 SPVmaintaining an Intellectual Property portfolio are not routinely renewed. Remark SPV IPCo and IPHoldCo shall not at have any time fail to own 100% of the equity of Sharecare, Inc. (the “ShareCare Shares”). Holdco SPV and Remark SPV, as applicable, shall have the following limitations on business activityactivity except: (i) Remark SPVIPCo’s sole business shall be the ownership and maintenance of the ShareCare Shares Intellectual Property used or useful in the business of the Borrower and being a Guarantor hereunderits Subsidiaries; (ii) Remark SPV IPCo shall grant no Liens except under this Agreement the 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 IPCo and being a Guarantor hereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV IPHoldCo shall grant no Liens except under this Agreement the Loan Documents and shall have no creditors except the HoldersLenders. Remark SPV IPHoldCo shall be a wholly owned direct Subsidiary of Holdco SPV the Borrower, and Holdco SPV IPCo shall be a direct wholly owned direct Subsidiary of the IssuerIPHoldCo. In addition, the Grantors 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 Loan Parties shall not amend any such provisions without the prior written consent of the HoldersMajority Lenders.

Bankruptcy Remote. Neither Holdco SPV or Remark SPV Holdco LLC (“Holdco SPV”) nor Remark Holdings SPV, Inc. (the “Remark SPV”) shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement or bylawsagreement, as applicable, in form and substance reasonably acceptable to the Holder Lender (with such operating agreement and bylaws the organization documents in effect on the date of this Agreement Closing Date being deemed to be reasonably acceptable to the Holderacceptable), which an bylaws or operating agreement or bylawsagreement, as applicable, shall contain usual and customary provisions for (ai) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (bii) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV. Remark SPV shall not at any time fail to own 100% of and, after the equity of SharecareAmendment Effective Date, Inc. (the “ShareCare Shares”)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 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 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 hereunderhereunder and shall have no creditors except the Lender; 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 shall have no creditors except the HoldersLender. Remark SPV shall be a wholly wholly-owned direct Subsidiary subsidiary of Holdco SPV, Xxxxxx.xxx shall be a wholly-owned direct subsidiary of Holdco SPV and Holdco SPV shall be a wholly wholly-owned direct Subsidiary subsidiary of the IssuerBorrower. In addition, the Grantors 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 Loan Parties shall not amend any such provisions without the prior written consent of the HoldersLender.

Bankruptcy Remote. Neither Holdco SPV or Remark SPV Holdco LLC (“Holdco SPV”) nor Remark Holdings SPV, Inc. (the “Remark SPV”) shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement or bylawsagreement, as applicable, in form and substance reasonably acceptable to the Holder Lender (with such operating agreement and bylaws the organization documents in effect on the date of this Agreement Closing Date being deemed to be reasonably acceptable to the Holderacceptable), which an bylaws or operating agreement or bylawsagreement, as applicable, shall contain usual and customary provisions for (ai) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (bii) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV. Remark SPV shall not at any time fail to own 100% of the equity of Sharecare, Inc. (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 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 being a Guarantor hereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV shall grant no Liens except under this Loan Agreement and shall have no creditors except the HoldersLender. Remark SPV 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 Grantors 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 Loan Parties shall not amend any such provisions without the prior written consent of the Holders.Lender. KL2 3260857.5

Bankruptcy Remote. Neither Remark SPV Holdco LLC (“Holdco SPV”) IPCo nor Remark Holdings SPV, Inc. (the “Remark SPV”) IPHoldCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement or bylawsagreement, as applicable, in form and substance reasonably acceptable to the Holder Required Lenders (with such operating agreement and bylaws the Organizational Documents in effect on the date of this Agreement Closing Date being deemed to be reasonably acceptable to the Holderacceptable), which an bylaws or operating agreement or bylawsagreement, as applicable, shall contain usual and customary provisions for (ai) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (bii) 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 SPVmaintaining an intellectual property portfolio are not routinely renewed, and (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. Remark SPV shall not at any time fail to own 100% Without limiting the generality of the equity foregoing, the parties hereto aknowledge and agree that Schedule 6.19 sets forth a nonexclusive list of Sharecare, Inc. (co-owned IP Rights as of the “ShareCare Shares”)date of this Agreement fitting within the exception set forth in the immediately preceding sentence. Holdco SPV Each of IPCo and Remark SPV, as applicable, IPHoldCo shall have the following limitations limtiations on business activity: (i) Remark SPVIPCo’s sole business shall be the ownership and maintenance of the ShareCare Shares 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 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 IPCo and being a Guarantor hereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV IPHoldCo shall not grant no Liens except under this Agreement the Loan Documents and shall have no creditors except the HoldersLenders. Remark SPV IPHoldCo shall be a wholly owned direct Subsidiary of Holdco SPV and Holdco SPV shall be a wholly owned direct Subsidiary of Meredian Holdings Group, Inc. or such other Loan Party as the Issuerparties may agree. In addition, the Grantors 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 Loan Parties shall not amend any such provisions without the prior written consent of the HoldersRequired Lenders.