Excluded Entities. None of the Excluded Entities hold or own any assets used in the operation of the business of the Company or the Company Subsidiaries as currently conducted or contemplated to be conducted, except for the Excluded Contracts and the facility, land and other assets which, following the Closing, will be subject to the Facility Access and Use Agreement.

Excluded Entities. [[Bachem CH:Organization]] represents and warrants that, as of the date of this Agreement, neither it, nor any of its officers, directors, employees, or, to [[Bachem CH:Organization]]’s knowledge, Subcontractors has been in Violation. [[Bachem CH:Organization]] shall notify Apellis in writing immediately if any Violation occurs or comes to its attention at any time during the Term. If a Violation exists with respect to any of [[Bachem CH:Organization]]’s officers, directors, employees, or Subcontractors, [[Bachem CH:Organization]] shall promptly remove such individual(s) or entities from performing any service, function or capacity related to the Manufacturing of Drug Substance. Apellis shall have the right, in its sole discretion, to terminate this Agreement in the event of any such Violation.

During the Pre-Closing Period, Seller and the Company shall cause the ownership interests in SPRA and SPARC (and all Liabilities associated with SPRA and SPARC), to be distributed or otherwise transferred to Seller or Seller Stockholders, on terms and conditions that are reasonably acceptable to Buyer, and pursuant to documents on which Buyer has had an opportunity to review and comment, such that, as of the Closing, none of the Excluded Entities is a Subsidiary of the Company.

Covered Entities. No Credit Party is a Covered Entity.

Confidential Information of AssetMark and RUS

Divested Entities. If requested by AssetMark, RUS shall provide the BETA Services to a divested AssetMark entity (an “AssetMark Entity”) which is processed as part of the same system as AssetMark (but with segregated data files) for up to twelve (12) months after such entity is divested by AssetMark on the same terms and conditions as in this Agreement; provided, however, that the divested entity is responsible for any increased costs incurred by RUS to provide the BETA Services to the divested entity as a then-separate entity.

The Loan Parties covenant as follows: # each Permitted Accounts Receivable Program shall be entered into by a Subsidiary of the Company which is wholly owned by the Company (directly or indirectly) and which engages in no activities other than in connection with the financing of accounts receivables of the Designated Credit Parties pursuant to a Permitted Accounts Receivable Program (a "Receivables Entity") and which is designated as such by the Company as provided below in this Section; # no portion of the Indebtedness or any other obligations (contingent or otherwise) of a Receivables Entity # shall be guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations pursuant to Standard Securitization Undertakings), # shall be recourse to or obligate the Company or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or # shall subject any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; and # no portion of the Indebtedness or any other obligations (contingent or otherwise) # shall be guaranteed by the Company or any other Subsidiary of the Company, # shall be recourse to or obligate the Company or any other Subsidiary of the Company in any way, or # shall subject any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than as contemplated in the preceding clause (iii)(b). The Company may designate any Subsidiary as a "Receivables Entity" hereunder by delivered to the Administrative Agent a certificate of the Company executed by a Responsible Officer certifying that such Subsidiary meets the requirements to be a Receivables Entity set forth in subsection # above.

Inactive Entities. Permit any of the following inactive entities to engage in business operations at any time: Qualtron Inc.; [[SMTC:Organization]] Ireland ULC; [[SMTC:Organization]] Manufacturing Corporation of Ireland Limited; [[SMTC:Organization]] Teoranta; [[SMTC:Organization]] R&D Teoranta; [[SMTC:Organization]] Mexico S.A. de C.V.; [[SMTC:Organization]] Manufacturing Corporation of Texas; [[SMTC:Organization]] Manufacturing Corporation of North Carolina; [[SMTC:Organization]] Manufacturing Corporation of Colorado; [[SMTC:Organization]] Manufacturing Corporation of Wisconsin; [[SMTC:Organization]] Massachusetts; ZF Array Technology, Incorporated; [[SMTC:Organization]] Holdings LLC.

If, at any time, there is a Scheme, the terms and conditions set out in the Responsible Entity Provisions apply to the relevant Obligor which is the Responsible Entity of that Scheme.

No Loan Party is a Covered Entity.