Schedule of Local Production Countries. [Schedule 5] to the Purchase Agreement is hereby amended and restated and replaced by the schedule attached as [Exhibit B] hereto.

Production Assistance. Subject to any applicable regulatory approvals, if any, TLC agrees to, based on TLC Hong Kong’s reasonable request, deliver, transfer or sell to TLC Hong Kong the production equipment, facility construction and other production related supports, (including but not limited to related raw materials, machines, equipment, systems and/or computer software) at reasonable price and within reasonable timeframe, or charge other fees related to the production. In principle, in providing assistance under this Section, TLC will ​ and TLC will ​.

Production Statements. Attached hereto as [Schedule 4.2(k)] are Seller’s production statements for the twelve month period ended April 30, 2016 related to the Seller Business (the “Production Statements”), including for each of the Client Accounts the net commissions and/or fees received from or with respect to each such Client Account. The Production Statements were produced from the books and records of Seller (which books and records are true, correct and complete in all material respects) and are true, correct and complete in all material respects. Since April 1, 2015, no Client Account contained in the Production Statements has discontinued or materially reduced its business relationship with Seller. To Seller’s Knowledge, no Seller Party has any reason to believe that any Client with a Client Account reflected in the Production Statements intends to discontinue or materially reduce its business relationship with Seller (or with Purchaser) following the Closing. Seller’s net commissions and fees for the twelve-month period ended March 31, 2016 were not less than $3,729,907. The Client Accounts of Seller represent insurance placed through Seller for the commissions and/or fees set forth on the Production Statements. There are no oral or written agreements, commitments or understandings with respect to any Client Account whereby any of the commissions or fees received by Seller are being returned directly or indirectly to any Client or any other Person. Seller has made available for inspection by Purchaser all insurance accounts, dailies, Client lists, policy expirations and renewals and all records, files and other information pertaining thereto prepared and maintained by Seller for all its Clients and its Active Prospective Clients related to the Seller Business.

Local Law Compliance. To the Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those which # are insured by the Title Policy or a law and ordinance insurance policy or # would not have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. The terms of the Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.

Local Counsel Opinions. The opinion of # Dover Dixon Horne PLLC, counsel to the Guarantors organized in Arkansas, # Lewis Roca Rothgerber Christie LLP, counsel to the Guarantors organized in Arizona and New Mexico, (c)Austin Stewart, Esq., counsel to the Guarantors organized in California, # Carlton Fields Jorden Burt, P.A., counsel to the Guarantors organized in Florida, # Sanders, Ranck & Skilling, P.C., counsel to the Guarantors organized in Georgia, # Frost Brown Todd LLC, counsel to the Guarantors organized in Indiana, Virginia and West Virginia, # Polsinelli PC, counsel to the Guarantors organized in Kansas, # Verrill Dana LLP, counsel to the Guarantors organized in Maine and Rhode Island, # Locke Lord LLP, counsel to the Guarantors organized in Massachusetts, # Jones Walker LLP, counsel to the Guarantors organized in Mississippi and Louisiana, # Husch Blackwell LLP, counsel to the Guarantors organized in Missouri, # Karell Dyre Haney PLLP, counsel to the Guarantors organized in Montana, # Ice Miller LLP, counsel to the Guarantors organized in Ohio, # McAfee & Taft A Professional Corporation, counsel to the Guarantors organized in Oklahoma, # Davis Wright Tremaine LLP, counsel to the Guarantors organized in Oregon, # Meyer, Unkovic & Scott LLP, counsel to the Guarantors organized in Pennsylvania, # Nelson Mullins Riley & Scarborough LLP, counsel to the Guarantors organized in South Carolina, # McGuire, Craddock & Strother, P.C., counsel to the Guarantors organized in Texas, # Holland & Hart LLP, counsel to the Guarantors organized in Utah, and # Lindquist & Vennum LLP, counsel to the Guarantors organized in Wisconsin, in each case, dated the Closing Date, addressed to the Initial Purchasers and in form and substance reasonably acceptable to the Initial Purchasers.

Our approximately 6,000 employees in 57 countries are engaged in the entire value chain throughout research, development, production, marketing and sales. Our pipeline consists of several late-stage development programmes and our products are available in more than 100 countries. We have research centres in China, [[Address A:Address]] and the United States and production facilities in China, [[Address A:Address]], France and Italy. Lundbeck generated core revenue of DKK 13.5 billion in 2014 (EUR 1.8 billion; USD 2.4 billion).

"Sanctioned Countries" has the meaning given in [Schedule 3];

. [Schedule 9.10] sets forth, as of the Closing Date, all Local Currency Facilities (including the Local Currency Borrower, Local Currency Banks, Local Currency Facility Agent, Local Currency Facility Maximum Borrowing Amount and Local Currency Bank Maximum Borrowing Amount with respect thereto).

Seller will design, construct, pay for and own both the Production Facility and the Storage Facility. The land rights for the Production Facility and Storage Facility will be purchased and owned by Seller [...​...]. Notwithstanding the foregoing, after repayment in full of all of the Advance, Seller may sell and lease back the Production Facility, the Storage Facility and the land rights for the Production Facility and Storage Facility. The specifications of the Production Facility and the Storage Facility are set forth in Appendix 7 and Appendix 8, respectively. Each of the Production Facility and the Storage Facility will be the exclusive property of Seller and, provided that Seller complies with Section 1(e) and 10(b), may be used by Seller for the manufacture and storage of other goods. If the capacity of the Storage Facility becomes inadequate, Seller will have no obligation to increase such capacity beyond the Storage Facility specifications detailed in Appendix 8 attached hereto.

[Schedule 8.17] hereto sets forth a complete list of all “business associate agreements” (as such term is defined in HIPAA) that any Borrower or Guarantor has entered into with any person as of the date of Amendment No. 4.