Common use of LIST OF SCHEDULES Clause in Contracts

LIST OF SCHEDULES. Transaction Agreement Schedules Schedule 3.04(c) Lockheed Xxxxxx Threshold Amount Schedule 3.04(d) Boeing Threshold Amount Schedule 5.01 Conduct of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real Property Schedule A-2 Contributed Owned Real Property Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Schedule B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Intellectual Property Schedule C.16 Taxes Schedule C.17 Employee Benefit Matters Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor and Employment Matters Schedule C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-Contravention

LIST OF SCHEDULES. Transaction Agreement Company Schedules Company Schedule 3.04(c3.1 Foreign Qualifications Company Schedule 3.4 Company Defaults or Consents Company Schedule 3.5 No Proceedings Company Schedule 3.6(a) Lockheed Xxxxxx Threshold Amount Schedule 3.04(d) Boeing Threshold Amount Schedule 5.01 Conduct of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real Property Schedule A-2 Contributed Owned Real Property Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Company Schedule B.18 Government 3.6(c) Benefit Plan Liabilities Company Schedule 3.7(b) Scheduled Contingent Liabilities Company Schedule 3.7(d) Accounts Receivable Company Schedule 3.7(c) Liens Company Schedule 3.8(a) Certain Material Changes Company Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Intellectual Property Company Schedule 3.14(l) Third-Party Source Code Company Schedule 3.14(s) Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Government Bids Authorized Signatories Company Schedule B.19 Government-Furnished Property 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Equipment Finders’ Fees Company Schedule B.20 Backlog 8.1 Tax Matters Buyer Schedules Buyer Schedule B.21 Labor and Employment Matters 5.4 Defaults or Consents Buyer Schedule B.22 Product Warranties 5.10 Brokers or Finders’ Fees Buyer Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No 5.13 Undisclosed Liabilities Buyer Schedule C.09 5.14 Litigation Buyer Schedule C.10 Material Contracts 5.15 Transactions with Affiliates Schedules to Agreement Schedule C.11 Licenses and Permits I Estimated Working Capital Schedule C.13 Environmental Compliance 2.2(a) Cash Consideration Schedule C.14 Compliance with Laws 2.2(b) Shares to be Issued Schedule C.15 Intellectual Property 2.2(c) Notes to be Issued Schedule C.16 Taxes Schedule C.17 Employee Benefit Matters Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor and Employment Matters Schedule C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-Contravention2.3(d) Excess Working Capital Percentage Interests

LIST OF SCHEDULES. Transaction Schedule 1 Lifetime Plan Schedule Part 1: Statement of Work Schedule 2 Programme Management Schedule Part 1: Programme Controls Part 2: Setting the LTP and Change Control Part 3: Project Validation and Financial Sanction Schedule 3 Commercial Schedule Part 1: Customer Contracts Part 2: Permitted Activities Schedule 4 Employee Schedule Part 1: Nominated Staff Part 2: Key Personnel Part 3: Pro Forma Secondment Agreement Schedules Part 4: Deed of Participation Part 5: Pro Forma Impartiality Undertaking Schedule 3.04(c) Lockheed Xxxxxx Threshold Amount 5 Subcontracting/Procurement Schedule 3.04(d) Boeing Threshold Amount Part 1: Subcontracting/Procurement Requirements Part 2: Inter-SLC Service Contract Pro Forma Schedule 5.01 Conduct 6 Finance Schedule Part 1 Funding Limit and Available Incentive Fee Part 2 Use of ELV Businesses Performance Based Incentives Part 3 Calculation of Efficiency Gain Fee Part 4 Costs Principles and Procedure Part 5: Not used. Part 6: Cashflow Forecasting and Calculating Dates for Payment Part 7: Provisions Applying to Defective Performance of Alternative Remuneration Tasks Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real 7 Property Schedule A-2 Contributed Owned Real Property Part 1: Nuclear Licensed Site Area Plans Part 2: Site Boundary Plans Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 8 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Schedule B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Part 1: Parent Supplied Intellectual Property Schedule C.16 Taxes 9 Information Technology Schedule C.17 Employee Benefit Matters Part 1: Critical IT Systems Part 2: Deposit of Source Code Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor and Employment Matters Schedule C.22 Product Warranties Schedule C.23 10 Insurance Schedule C.24 Clearances Part 1: Authority and Contractor Insurances Schedule C.25 Foreign Corrupt Practices Act 11 Not used Schedule C.26 Export Control Laws 12 Dispute Management Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Part 1: Dispute Management Procedure Schedule D.03 Governmental Authorization 13 Reporting Schedule D.04 Non-ContraventionPart 1: Monthly Reporting Requirements Schedule 14 European State Aid Part 1: European State Aid Decision Schedule 15 Not used Schedule 16 Not used Schedule 17 Knowledge Management Policy Part 1: Authority Knowledge Management Policy Schedule 18 Contractor’s Obligations in relation to the Sites Part 1: Contractor’s Obligations in relation to the Sites Schedule 19 Authorised Persons under the Contract Part 1: Addresses for Notices and Correspondence Schedule 20 Electricity Interface Obligations Schedule Part 1: Allocation of Responsibilities under Industry Documents Schedule 21 Post Commencement Date Issues to be Resolved Part 1: Post Commencement Date Issues to be Resolved THIS AGREEMENT is made on 1 April 2005 and amended by deed of amendment, restatement and consolidation on 2007

LIST OF SCHEDULES. Transaction Agreement Schedules Schedule 3.04(c) Lockheed Xxxxxx Threshold Amount 1.1A Capital Leases/Financing Obligations Schedule 3.04(d) Boeing Threshold Amount 1.1B Net Working Capital Schedule 5.01 Conduct of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed 1.1C Leased Real Property Schedule A-2 Contributed 1.1D Owned Real Property Schedule A-3 Knowledge Groups 2.1(f) Software Schedule A-4 2.2(d) Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 2.2(i) Excluded Intellectual Property Schedule B.16 Taxes 4.2 Required Approvals for Buyer Schedule B.17 Employee Benefit Matters 5.2 Required Approvals for Seller Schedule B.18 Government Contracts 5.3 Affiliates and Government Bids Minority Interests in Seller Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed 5.4 Rights Regarding Purchased Assets Schedule C.08 No Undisclosed Liabilities 5.6 Historical Financial Information Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and 5.7 Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 5.8 Intellectual Property Schedule C.16 Taxes 5.9 Medicare Participation/Accreditation Schedule C.17 5.10 Regulatory Compliance Schedule 5.11 Scheduled Contracts Schedule 5.12(a) Permitted Encumbrances Schedule 5.14 Insurance Schedule 5.15 Employee Benefit Plans Schedule 5.16(a) Labor Disputes Schedule 5.16(b) Hospital Employees Schedule 5.17 Litigation or Proceedings against Seller Schedule 5.18 Tax Matters Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor and Employment 5.19 Environmental Matters Schedule C.22 Product Warranties 5.20 Certain Seller Changes Schedule C.23 5.20(b) Sold or Disposed of Assets Schedule 7.2 Operating Covenants Schedule 7.3 Exception to Negative Covenants Schedule 9.9 Material Assumed Contracts Schedule 10.3 COBRA Beneficiaries Schedule 10.3(d)(ii) Stop-Loss Indemnity Coverage Schedule 11.1 Allocations Schedule 11.12 Supplemental Insurance Schedule C.24 Clearances 12.5(a) Managed Care Term and Termination Provisions Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-Contravention13.18 Persons with Knowledge LIST OF EXHIBITS Exhibit A Transition Services Agreement Exhibit B MC Guaranty ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2010 by and between METHODIST HEALTHCARE SYSTEM OF SAN ANTONIO, LTD., L.L.P., a Texas limited liability limited partnership (“Buyer”), and HEART HOSPITAL OF SAN ANTONIO, L.P., a Texas limited partnership d/b/a TEXSAN HEART HOSPITAL (“Seller”).

LIST OF SCHEDULES. Schedule Number Description of Schedule --------------- ----------------------- Schedule 2.1(c) Licenses Schedule 2.1(d) Third Party Authority Schedule 2.2(a) Ownership of Capital Stock of Conning Corporation, a Delaware Corporation Schedule 2.2(b) Options and Other Securities Schedule 2.3 Conning Subsidiaries Schedule 2.4 Property Schedule 2.5 Financial Statements Schedule 2.7 Undisclosed Liabilities Schedule 2.8 Article II Disclosure Letter Schedule 2.9 Accounts Receivable Schedule 2.10 Regulatory Matters: Permits and Licenses Schedule 2.11 Property (Leased) Schedule 2.12 Assets Schedule 2.13 Absence of Changes Schedule 2.15 Litigation Schedule 2.15 Supplement to Litigation Schedule 2.16 Environmental Matters Schedule 2.17 Contracts Exhibit 2.17a Insurance Asset Management, Advisory and Accounting Contracts Exhibit 2.17b Consulting / Financial Advisory Contracts Schedule 2.18 Intellectual Property Schedule 2.18a Registered Copyrights Schedule 2.19 Insurance Schedule 2.20 Officers, Directors Employees and Consultants Schedule 2.20 Supplemental Disclosure: Officers, Directors Employees and Consultants Schedule 2.21 Bank Accounts Schedule 2.22 Transaction Agreement Schedules with Related Parties Schedule 3.04(c2.23 Labor Matters Schedule 2.24 Employee Benefits Schedule 2.25 Discrimination and Occupational Safety and Health Schedule 2.27 Governmental Approvals and Filings Schedule 2.28 Broker & Finder Fees Schedule 2.29 Outside Financial Interest Schedule 2.30 Guarantees Schedule 2.31 Foreign Operations and Export Control Schedule 2.33 Qualified Investors Schedule 3.1(b) Lockheed Xxxxxx Threshold Amount Existence and Qualifications Schedule 3.04(d3.1(c) Boeing Threshold Amount Existence and Qualifications Schedule 5.01 Conduct of ELV Businesses 3.5 Property Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees 3.6 Financial Statements Schedule 5.06(b) Initial Boeing Business Employees 3.8 Undisclosed Liabilities Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items 3.10 Accounts Receivable Schedule 11.02(b) Boeing Special Indemnity Items 3.11 Regulatory Matters Schedule A-1 Contributed Leased 3.12 Real Property Schedule A-2 Contributed Owned Real Property 3.13 Assets Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 3.14 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 3.16 Litigation Schedule B.10 Material 3.17 Environmental Schedule 3.18 Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 3.19 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Schedule B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 3.20 Insurance Schedule B.24 Clearances 3.21 Officers, Directors, et al Schedule B.25 Foreign Corrupt Practices Act 3.22 Bank Accounts Schedule B.26 Export Control Laws 3.23 Related Persons Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules 3.24 Labor Schedule C.03 Governmental Authorization 3.25 ERISA Schedule C.04 Non-Contravention 3.26 OSHA Schedule C.05 Opening Statement 3.28 Approvals Schedule C.06 Absence 3.29 Brokers Schedule 3.30 Outside Interests Schedule 3.31 Guarantees Exhibit A Certificate of Certain Changes Schedule C.07 Sufficiency Designation Exhibit B CAM and Conning Corp. Notes Exhibit C Shareholders' Agreement Exhibit D Option Cancellation Agreement Exhibit E CAM Optionees Exhibit F Option Agreement Exhibit G Key Employees Exhibit H Employment Agreements Exhibit I Legend Exhibit J Escrow Agreement Exhibit K Opinions of Conning Corp.'s, Conning's and Title the Equity Holders' Counsel Exhibit L Opinions of General American's, GAHC's, GAIMCO's and CAM's Counsel Separate schedule for each individual equity holder, listing the name and address of the equity holder, number of shares of Conning, Inc. (formerly Conning Corporation) common stock contributed by the equity holder, number of shares of the Company (formerly Conning Asset Management Company) preferred stock received by the equity holder for such Conning, Inc. common stock, amount of cash received for such Conning, Inc. common stock, number of options to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses purchase Conning, Inc. common stock held by the equity holder canceled, number of shares of Company preferred stock received by the equity holder for such canceled options, amount of cash received by the equity holder for such canceled options and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Intellectual Property Schedule C.16 Taxes Schedule C.17 Employee Benefit Matters Schedule C.18 Government Contracts the pro rata (by number and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor percentage) shares of indemnity applicable to the equity holder pursuant to Sections 7.2(a), 7.2(a)(iv), 7.2(a) excluding 7.2(a)(iv) and Employment Matters Schedule C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-Contravention7.2(b) of the Contribution Agreement.

LIST OF SCHEDULES. Transaction Agreement Schedules Schedule 3.04(cl(a) Lockheed Xxxxxx Threshold Amount List of Facility, Operator(s) Schedule 3.04(d1(c) Boeing Threshold Amount Schedule 5.01 Conduct of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real Personal Property Schedule A-2 Contributed Owned Real Property 1(g) Capital Improvements Schedule A-3 Knowledge Groups 3 Allocation of Purchase Price Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e8(a)(v) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Claims, Litigation Schedule B.10 Material 8(b) Violations Schedule 8(d) Hazardous Substances Schedule 8(f) Leases and Contracts Schedule B.11 Licenses 8(g) Financial Reports Schedule 8(h) Interests in Suppliers, etc. Schedule 8(j) Matters relating to Licensure Schedule 8(k) Matters relating to Reports and Permits Reimbursements Schedule B.13 Environmental Compliance 8(l) Surveys, Cost Reports, Private Rates, Census and Licensed Beds Schedule B.14 Compliance 8(m) Occupied Beds; Rates Schedule 10(a)(v) Due Diligence Items EXHIBIT B PERMITTED EXCEPTIONS [To be Determined] EXHIBIT C Intentionally Deleted EXHIBIT D LEASE TERMS OF POST CLOSING LEASE [See attached] SCHEDULE 1 (a) FACILITY; LICENSED BEDS Facility Licensed Nursing Beds Danby House 3000 Xxxxx Xxxx Road Winston-Salem, NC 27103 98 Current Operating Company: Danby House, LLC Management Company: Meridian Senior Living, LLC pursuant to management contract dated March 1, 2011 SCHEDULE 1(c) Personal Property [See Attached] SCHEDULE 1(g) Capital Improvements [See Attached] SCHEDULE 3 Allocation of Purchase Price [To be Determined] SCHEDULE 8(a)(v) Claims, Litigation None. SCHEDULE 8(b) Violations [See Attached] 44 SCHEDULE 8(d) ENVIRONMENTAL DISCLOSURES There are no known Hazardous Substances on the Property. Notwithstanding anything to the contrary in the Agreement, Seller makes no representation or warranty whatsoever with Laws Schedule B.15 Intellectual respect to Hazardous Substances on that portion of the Property Schedule B.16 Taxes Schedule B.17 Employee Benefit burdened by the certain access easement which appears of public record. SCHEDULE 8(f) Leases and Contracts [See Attached] SCHEDULE 8(g) Financial Reports [See Attached] SCHEDULE 8(h) Interest in Suppliers, etc. None. SCHEDULE 8(j) Matters Schedule B.18 Government Contracts Relating to Licensure [See Attached] SCHEDULE 8(k) Matters Relating to Reports and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor Reimbursements Not Applicable. 50 SCHEDULE 8(l) Surveys, Private Rates, Census and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Intellectual Property Schedule C.16 Taxes Schedule C.17 Employee Benefit Matters Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor and Employment Matters Schedule C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-ContraventionLicensed Beds [See Attached] SCHEDULE 8(m) Occupied Beds; Rates [See Attached] SCHEDULE 10(a)(v) Due Diligence Materials [See Attached]

LIST OF SCHEDULES. Transaction Agreement Schedules -- To be Prepared by MCE/Counsel for MCE Schedule 3.04(c) Lockheed Xxxxxx Threshold Amount 1.5 Directors and Officers of the Surviving Corporations Schedule 3.04(d) Boeing Threshold Amount 1.8 Payment of Merger Consideration at Closing Schedule 5.01 Conduct 2.5 Capitalization of ELV Businesses MCE Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees 2.8 Subsidiaries of MCE Schedule 5.06(b) Initial Boeing Business Employees 2.9 MCE Financial Statements Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items 2.11 Changes Since MCE Current Balance Sheet Date Schedule 11.02(b) Boeing Special Indemnity Items 2.12 Liabilities; Indebtedness of MCE Schedule A-1 Contributed Leased Real Property 5.16 Form of Non-Named Shareholders Employment Agreements Schedule A-2 Contributed Owned Real Property Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e6.7(a) Form of Amendment and Continuation of Pension Plan Agreement Named Shareholders Employment Agreements Schedule E.05(f6.7(b) Form of Pension Asset Transfer Consulting Agreement Schedule E.05(g6.8 Form of Noncompetition Agreements Schedule 6.9(a) Form of Amendment and Continuation Named Shareholders Letter Agreements Schedule 6.9(b) Form of Pension Plan Non-Named Shareholders Letter Agreements Schedule 6.10 Form of Shareholders Indemnification Agreement Schedule E.14-1 Certain Collective Bargaining Agreements 6.11 Form of Escrow Agreement Schedule E.14-2 Certain Collective Bargaining Agreements 6.12(a) Form of NCCC/Hanixxx Xxxtrument of Accession Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure 6.12(b) Form of MCE Shareholders' Agreement Schedule 6.14 Matters on Opinion Letter from Counsel for Metelics Schedules -- To be Prepared by Metelics/Counsel for Metelics Schedule B.03 Governmental Authorization 3.4 Capitalization of Metelics Schedule B.04 Non-Contravention 3.5 Shareholders of Metelics; Pro Rata Percentages Schedule B.05 Opening Statement 3.6 No Violation Schedule B.06 Absence 3.9 Metelics Financial Statements Schedule 3.10 Changes Since Metelics Current Balance Sheet Date Schedule 3.11 Liabilities; Indebtedness of Certain Changes Metelics Schedule B.07 Sufficiency of and 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14 Leased Premises Schedule 3.15 Business; Title to Contributed and Condition of Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 3.16 Compliance with Laws Schedule B.15 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Schedule B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 3.17 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Intellectual Property Schedule C.16 Taxes Schedule C.17 3.18 Employee Benefit Matters Schedule C.18 Government 3.19 Taxes Schedule 3.20 Insurance Schedule 3.21 Receivables Schedule 3.22 Permits 61 63 Schedule 3.23 Affiliated Transactions Schedule 3.24A Owned Intellectual Property Schedule 3.24B Licensed Intellectual Property Schedule 3.25 Material Contracts and Government Bids Schedule C.19 Government-Furnished Property 3.29 Status as Minority Supplier or Equipment Schedule C.20 Backlog Schedule C.21 Labor and Employment Customer Matters Schedule C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-Contravention7.8 Matters on Opinion Letter from Counsel for MCE Companies

LIST OF SCHEDULES. Transaction Agreement Schedules Schedule 3.04(c1.1(a)(i)(A) Lockheed Xxxxxx Threshold Amount RC International Marks Schedule 3.04(d1.1(a)(i)(C) Boeing Threshold Amount RC International Websites Schedule 5.01 Conduct 1.1(a)(i)(D) RC International Customer List Schedule 1.1(a)(iv) RC International Office Equipment Schedule 1.1(a)(v) RC International Assumed Contracts Schedule 1.1(b)(i)(A) Cott Marks Schedule 1.1(b)(i)(B) Cott US Formulas Schedule 1.1(b)(iv) Cott Equipment Schedule 1.1(b)(v) Cott Assumed Contracts Schedule 1.1(b)(vii) Description of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real Property Schedule A-2 Contributed Owned Real Property Schedule A-3 Knowledge Groups 1.1(b)(viii) Cott Financial Information Schedule A-4 Excluded Inventory 1.2(f) RC Domestic Formulas Schedule E.01 Excluded Employees; Inactive 2.3(a) Working Capital Calculation Schedule 2.3(b) Valuation Methods Schedule 3.3(l) Agreements Subject to Joinder Schedule 4.2(c) Consents of Governmental Authorities Schedule 4.8 Transferred Employees Schedule E.05(e5.2 Conflicts with RC International Material Assumed Contracts Schedule 5.3 RC International Litigation Schedule 5.5(a) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Division Performance Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and 5.6(a) Exceptions to Title to Contributed RC International Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 5.7 RC International Material Assumed Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 5.8 RC International Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit 5.11(b) RC International Labor Matters Schedule B.18 Government 5.12 RC International Customers Schedule 5.13(a) RC International Employee Plans Schedule 5.13(c) RC International Multiemployer Plans Schedule 6.2 Conflicts with Cott Material Assumed Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment 6.3 Cott Litigation Schedule B.20 Backlog 6.6(a) Exceptions to Title to Cott Assets Schedule B.21 6.7 Cott Material Assumed Contracts Schedule 6.11(b) Cott Labor and Employment Matters Schedule B.22 Product Warranties 6.12(a) Cott Employee Plans Schedule B.23 Insurance 6.12(c) Cott Multiemployer Plans Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence 6.14(c) Condition of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Intellectual Owned Real Property Schedule C.16 Taxes Schedule C.17 Employee Benefit 6.15 Environmental Matters Schedule C.18 Government Contracts 9.2 Conduct of Business Pending Closing Schedule 11.3(a) Permitted Branded Carbonated Soft Drinks Schedule 12.1 Permitted Encumbrances LIST OF EXHIBITS Exhibit A Bilx xx Sale Exhibit B Assumption Agreement Exhibit C Trademark Assignment Exhibit D Copyright Assignment Exhibit E Termination Agreement Exhibit F Transitional Services Agreement Exhibit G Settlement Termination Agreement Exhibit H Guaranty Exhibit I Remediation Agreement Summary ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of June 13, 2001, by and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor among Royal Crown Company, Inc., a Delaware corporation ("Seller"), and Employment Matters Schedule C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-ContraventionCott Corporation, a Canada corporation ("Cott") and BCB USA Corp., a Georgia corporation ("BCB").

LIST OF SCHEDULES. Transaction Agreement Schedules Schedule 3.04(c3.1(b) Lockheed Xxxxxx Threshold Amount CAAM Contracts Schedule 3.04(d3.1(c) Boeing Threshold Amount CAAM Licenses; Permits Schedule 5.01 Conduct 3.2(b) Other CAAM Assets Schedule 3.3(b) CAAM Trade Payables Schedule 3.3(c) CAAM Accrued Liabilities Schedule 4.1 CMR Contracts Schedule 6.1 Excluded Life Insurance Policies Schedule 6.2 Excluded Personal Property of ELV Businesses Selling Shareholders Schedule 5.06(a7.1 Purchase Price Schedule 7.3 Allocation of Purchase Price Schedule 7.5 Earn-Out Schedule 8.3(a) Initial Lockheed Xxxxxx Business Employees CFC Shares Schedule 5.06(b8.3(b) Initial Boeing Business Employees CII Shares Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items 8.4 Conflicts Schedule 11.02(b) Boeing Special Indemnity Items 8.6 Governmental Consents Schedule A-1 Contributed Leased 9.1 Jurisdictions in which CFC, CII, CAAM an CMR are Qualified Schedule 9.4 Subsidiaries Schedule 9.5 Conflicts Schedule 9.8 Certain Changes or Events Schedule 9.9 Description of Real Property Leases Schedule A-2 Contributed Owned Real Property 9.10 Registrations Schedule A-3 Knowledge Groups 9.11 Accounts Receivable Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 9.12 Litigation Schedule B.10 9.13 Material Contracts Schedule B.11 Licenses and Permits 9.14 Employee Benefit Plans Schedule B.13 Environmental Compliance 9.16 Liability Insurance Schedule B.14 9.17 Tangible Property Schedule 9.18 Intellectual Property Schedule 9.19 Tax Elections Schedule 9.20 Compliance with Laws Schedule B.15 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Schedule B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material 9.21 Advisory Contracts Schedule C.11 Licenses 9.22 Brokerage Agreements Schedule 9.23 Advisory Referral Arrangements Schedule 9.24 Dealer Agreements Schedule 9.25(b) Individual Prohibited Transaction Exemptions Schedule 9.25(d) Actions for Breach of Fiduciary Duty Schedule 9.25(f) Fiduciary Violations Schedule 9.27 Investment Advisor Registration Schedule 9.29 Execution and Permits Brokerage Allocation Practices Schedule C.13 Environmental 9.30(f) Compliance With Net Capital Requirement Obligations Schedule C.14 Compliance 9.31(a) Insurance Agency Contracts Schedule 9.31(b) List of Each Authority Schedule 9.31(c) Client Insurance Policies Schedule 9.31(e) CFC-CII Commission Allocation Policy Schedule 9.31(h) Commission Sharing Arrangements Schedule 9.32 Governmental Consents Schedule 9.33(a) Employee List Schedule 9.33(b) Employee Claims Against Sellers; Pending Terminations Schedule 9.34 Bank Accounts Schedule 9.35 Transactions with Laws Related Parties Schedule C.15 Intellectual Property 9.36 No Indebtedness; Distributions Schedule C.16 Taxes 10.4 Governmental Consents Schedule C.17 Employee Benefit Matters 13.3(g) Advisory Contract Consents Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-Furnished Property or Equipment Schedule C.20 Backlog Schedule C.21 Labor and Employment Matters Schedule C.22 Product Warranties Schedule C.23 Insurance Schedule C.24 Clearances Schedule C.25 Foreign Corrupt Practices Act Schedule C.26 Export Control Laws Schedule C.28 Undisclosed Contracts Company Disclosure Schedules Schedule D.03 Governmental Authorization Schedule D.04 Non-Contravention13.3(k) Other Consents