Financial Risk Share and Efficiency. The existing risk sharing agreement will continue until the new Integrated Care Organisation is formally established and the services currently provided by the Trust transfer into the new organisation. The two Trusts, which will form the ICO, the Council and the CCG have agreed a revised risk share arrangement which will be instituted at the point that the ICO is formally constituted. The document is still being finalised, but is included here in draft form (Appendix 8), to indicate the likely shape and nature of the agreement. There are a number of risks to the Council and the Trust in delivery of this. The known risks include issues associated with: Ordinary residence Risk of capacity to deliver changes Judicial Review of care home fees Increasing pressures in regard to significant increases in the number of XXXX applications. Increasing pressures in regard to the volume of safeguarding activity. The cost of implementing the Care Act, includes the cost of services delivered, frontline staff and back office functions. Community concern Acquisition process Care Law established by national legal rulings.

Financial Risk Share and Efficiency. Both Torbay Council and Torbay Care Trust remain committed to establishing a risk sharing arrangement with NHS Commissioners. However they recognise that the current financial constraints on the ASC budget as part of the wider Torbay Council budget envelope prevent this from currently being in place for 2012-14. The parties concerned will continue to work at establishing a risk sharing arrangement if it is deemed an appropriate approach to managing the financial envelope. On the more volatile and demand led commissioning of social care, the normal monthly financial monitoring will be supplemented by a quarterly review and re- profiling of commissioned spend to retain both financial control, performance and statutory responsibility. This will be reviewed through the ASC and SP Commissioning Body and through monthly monitoring meetings with the DASS. An outline of the proposed schemes identified to meet the budget reductions are attached at Appendix 1.

Financial Risk Share and Efficiency. Both Torbay Council and Trust remain committed to establishing a risk sharing arrangement with NHS Commissioners. However they recognise that the current financial constraints on the ASC budget as part of the wider Torbay Council budget envelope prevent this from being in place for 2013-14. The parties concerned will continue to work at establishing a risk sharing arrangement if it is deemed an appropriate approach to managing the financial envelope. Appendix 1.

Financial Risk Share and Efficiency. The Risk Share Agreement developed as part of the transaction creating the Integrated Care Organisation took effect from its inception on 1st October 2015. This is attached as Appendix 6a. The share of financial risk going forward is a function of the wider performance of the Trust, rather than specifically in relation to Adult Social Care. The most significant risks facing the wider Integrated Care Organisation include: Delivery of the wider cost improvement programme Agency and temporary staffing costs Increasing costs of medical technologies Rate of expenditure in both Adult Social Care and Placed People Delayed delivery of financial benefits associated with the implementation of the revised care model Risks pertinent to Adult Social Care expenditure include: The scale of savings required. The Judicial Review challenging Care Home fees set by the Council. Insufficient capacity in the domically care market. Sufficiency in the care home market. Community Support for Change. Impact of case law relating to the Deprivation of Liberty Safeguards. Pressures within the out of hours Emergency Duty Service. Impact of the Care Act. The increasing complexity of needs. Please refer to Appendix 3 Risk Matrix for further details.

Financial Risk Share and Efficiency. The existing risk sharing agreement will continue until the new Integrated Care Organisation is formally established and the services currently provided by the Trust transfer into the new organisation. The expectation of the two Trusts, which will form the ICO, the Council and the CCG is that a revised risk shared arrangement will be instituted at the point that adult social care services transfer into the new organisation. The planning assumption, which is still to be agreed between the parties, is that the revised risk share will involve a 50%/50% risk share between the ICO and Commissioners, with the CCG and Council then sharing the commissioning risk in proportion with the value of their contracts with the ICO. However until revised arrangements are agreed the exiting position will apply and the Council will continue to assume responsibility for both in-house LD and independent sector commissioned social care expenditure, whilst the Trust assumes the risk for operational costs. There are a number of risks to the Council and the Trust in delivery of the commissioning agreement. The known risks are set out in Annex C and include issues associated with: • Ordinary residence • Risk of capacity to deliver changes • Care home fees • Community concern • Acquisition process

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Financial Risks The Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Shares and that it has been given full access to such records of the Company and the subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. The Purchaser is capable of evaluating the risks and merits of an investment in the Shares by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and the Purchaser is capable of bearing the entire loss of its investment in the Shares.
Financial Risk The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.
Energy Efficiency The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.
Financial Ability Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the Knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Date.
Profitability The Board reviewed detailed information regarding revenues received by XXXX under the Agreement. The Board considered the estimated costs to XXXX, and pre-tax profits realized by XXXX, from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed XXXX’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by XXXX in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the DWS Funds (after taking into account distribution and other services provided to the funds by XXXX and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available. Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.
Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement.
Financial Resources The Adviser has the financial resources available to it necessary for the performance of its services and obligations contemplated in the Pricing Disclosure Package, the Prospectus, and under this Agreement, the Investment Management Agreement and the Administration Agreement.
Financial Reporting Requirements The Charter School shall follow the financial requirements of the Charter Schools Section of the Department’s Financial Management for Georgia Local Units of Administration Manual. The Charter School shall submit all information required by the State Accounting Office for inclusion in the State of Georgia Comprehensive Annual Financial Report.
Ability to Bear Economic Risk Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.
Divisibility The provisions of this Agreement are divisible. If any such provision shall be deemed invalid or unenforceable, it shall not affect the applicability or validity of any other provision of this Agreement, and if any such provision shall be deemed invalid or unenforceable as to any periods of time, territory or business activities, such provision shall be deemed limited to the extent necessary to render it valid and enforceable.

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