Common use of CONDUCT OF THE COMPANY’S AFFAIRS Clause in Contracts

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, to those matters requiring Shareholder Consent pursuant to clause 3.6 and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 5. 3.8 The Company agrees with the Shareholders that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders informed of the progress of each Group Company's business and affairs and in particular will procure that each Shareholder is given such information and such access to the officers, employees and premises of the Group as it may reasonably require for the purposes of enabling it to monitor its investment in the Group. 3.9 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. 4.1 The Directors may appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, to those matters requiring Shareholder Consent pursuant to clause 3.6 and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far insofar as they are able in to do so by the exercise of such those rights and powerpowers) that, at all times during unless the term of this Agreement, the Company shallBoard determines otherwise: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with (a) the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render Subsidiary Undertakings contemplated by the holding of Shares by any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps Property Agreement as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The Company will if it requires any approval, consent or licence purchase vehicles for the carrying on of its Business in Property are duly incorporated and capitalised; (b) the manner in which it is from time to time carried on or proposed to be carried on, obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts business of the Company and its subsidiaries with any Shareholder’s designated officers and executives at any time. All books, records, accounts and documents relating to Subsidiary Undertakings shall consist exclusively of the business and Business; (c) the affairs bankers of the Company and each of its subsidiaries Subsidiary Undertakings shall be open Société Generale or such other bankers as the Board determines from time to time; (d) central management and control of the inspection of any such personCompany, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs Subsidiary Undertakings of the Company and the Property will be exercised outside of the United Kingdom and their Registered Office shall be located at 000, xxxxx x’Xxxxx, L-1150 Luxembourg; (e) the Company and its Subsidiary Undertakings shall maintain and comply with a bank mandate determined by the Board from time to time; (f) the Company and its Subsidiary Undertakings shall comply with the provisions of their articles of association; and (g) the Company shall procure that all of its new Subsidiary Undertakings adopt articles of association in a form approved by the Shareholders. 4.2 The Shareholders shall exercise all voting rights and other powers available to them in relation to the Company so as to procure (insofar as they are able to do so by the exercise of those rights and powers) that the Company shall comply with all provisions of this Agreement that are expressed to be obligations of the Company. 4.3 The Company shall (subject to the fiduciary obligations of the Managers), and shall use its voting rights to ensure that its Subsidiary Undertakings shall, comply with the provisions of this Clause 4. 4.4 The Shareholders agree that any sale of one or to protect its interests as more parts of the Property (each an “Asset”), the Company’s interest in any Subsidiary Undertaking or a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by ’s interest in the requesting Shareholder and its designated officers and executives Company, effected in accordance with the terms provisions of clause 5Clauses 14 and 18 or otherwise, shall be structured in a tax-efficient manner for both Shareholders, taking into account the overall economics of the transaction. Such tax-efficient structures may include, without limitation, (i) structuring any such sales such that a Shareholder’s share of income or gain from such sales is allocable to one or more or taxable REIT subsidiaries as defined in Code Section 856(1) (including, as necessary, (A) distributing (by way of capital distribution only) to the Shareholder its interest in the Asset or the Subsidiary Undertaking that is to be sold, in order that the Shareholder may convey such interest to a taxable REIT subsidiary which would in turn effect the sale of the pertinent interest directly to the buyer, or (B) the Company contributing the Asset (or portion thereof) or the Subsidiary Undertaking that is being sold to a taxable REIT subsidiary), (ii) structuring the sale of a Shareholder’s interest in one or more Assets to the other Shareholder as a distribution (by way of capital distribution only) of the Asset(s) to the Shareholders pursuant to this Clause 4.4 and the sale of the selling Shareholder’s interest in the Asset(s) to the purchasing Shareholder or (iii) structuring the distribution of the proceeds of a disposal of an Asset so that it is regarded as a receipt of capital, rather than income, in the hands of the recipient. 3.8 4.5 The Company agrees with the Shareholders agree that it all proceeds of a disposal of an asset by a Subsidiary Undertaking will maintain effective and appropriate control systems in relation be distributed to the financialCompany as soon as is practicable and that furthermore: (a) on the disposal of its asset by a Subsidiary Undertaking owning a single asset (including a Subsidiary Undertaking that previously did, accounting and recordbut no longer does, hold more than one asset), the proceeds will be distributed to the Company by liquidating such Subsidiary Undertaking or by the Subsidiary Undertaking buying back its shares from the Company; and (b) on the disposal of an asset by a Subsidiary Undertaking owning multiple assets, to the extent possible, there will be a buy-keeping functions back of the Group and will generally keep the Shareholders informed whole of the progress class of each Group shares that relates to the asset that has been disposed of or, if there is no such specific class of shares for such asset, such percentage of the relevant class(es) of shares of that Subsidiary Undertaking held by the Company that relate to such asset that is equal to the percentage that the proceeds of such disposal bear to the total assets of the Subsidiary Undertaking represented by such class(es) of shares at that time. If such buy-back is not possible, then such proceeds will be paid to the Company in whatever lawful manner the board of managers of the Subsidiary Underaking decides, which may include an upstream loan or some other form of distribution to the Company's business . 4.6 Each Shareholder understands and affairs and in particular will procure acknowledges that each Parent Undertaking of Xxxxx (“Xxxxx Parent”) has elected to be treated as a real estate investment trust (“REIT”) under Code Sections 856 et. seq. Each Shareholder is given such information further understands and such access acknowledges that in order to maintain the officersXxxxx Parent’s status as a REIT, employees each Xxxxx Parent must comply with numerous and premises complex rules and regulations set forth in the Code and the U.S. Treasury Regulations, many of which are applied on a quarterly and/or annual basis (the “REIT Requirements”), and that the management and operation of the Group Company may have a material effect on the ability of Xxxxx Global to continue to maintain its status as it may reasonably require for a REIT. Accordingly, notwithstanding any other provision of this Agreement or any non-mandatory provision of the purposes of enabling it to monitor its investment in 1915 Law, the Group. 3.9 The Company shall not breach nor take any action which (or fail to take any action, the omission of which ) (i) could adversely affect the ability of Xxxxx Global to qualify or continue to qualify as a REIT, (ii) could subject Xxxxx Global to any additional taxes under Code Section 857 or Code Section 4981 or other potentially adverse consequences under the Code, or (iii) otherwise could cause a Xxxxx Parent to violate the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995REIT Requirements.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 3.1. Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 3.2. With the exception of those matters requiring Shareholder Council Consent pursuant to clause 3.63.5, the management of the Company shall be vested in the Directors. 3.3. The Directors may appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, to those matters requiring Shareholder Council Consent pursuant to clause 3.6 3.5 and to any other express provisions of this Agreementagreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreementagreement, the Company shall: 3.3.1 3.3.1. carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices, ; and 3.3.2 3.3.2. transact all its business on arm's length terms. 3.4 3.4. The Company shall not carry out any activity which would render the holding of Shares by any Shareholder the Council unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder the Council will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, obtain and maintain the same in full force and effect. 3.6 3.5. The Company shall ensure that none of the Shareholder Council Consent Matters shall be carried out without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issueCouncil. 3.7 3.6. The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholderof the Council’s designated officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder Council properly informed about the business and affairs of the Company or to protect its interests as a Shareholdershareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder Council and its designated officers and executives in accordance with the terms of clause 5. 3.8 3.7. The Company agrees with the Shareholders Council that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders Council informed of the progress of each Group Company's business and affairs and in particular will procure that each Shareholder the Council is given such information and such access to the officers, employees and premises of the Group as it may reasonably require for the purposes of enabling it to monitor its investment in the Group. 3.9 3.8. The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent consent pursuant to clause 3.66, the day- to-day management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, out to those matters requiring Shareholder Consent consent pursuant to clause 3.6 6 and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 3.2 The Company shall not carry out any activity which would render the holding of Shares by any Shareholder unlawful provided that where Council being a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its SharesMember unlawful. 3.5 3.3 The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, use all reasonable endeavours to obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issue. 3.7 3.4 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries at any time with any Shareholder’s designated officers and executives at any timeemployees designated in writing by the Council for this purpose. All books, records, accounts and documents relating to the business and the affairs of the Company and its subsidiaries shall be open to the inspection of any such personofficers and employees designated in writing by the Council for this purpose, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder Council properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 5Member. 3.8 3.5 The Company agrees with the Shareholders Council that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group Company and will generally keep the Shareholders Council informed of the progress of each Group the Company's ’s business and affairs and in particular will procure that each Shareholder the Council is given such information and such access to the officers, employees and premises of the Group Company as it may reasonably require for the purposes of enabling it to monitor its investment in the GroupCompany and to comply with its obligations under the [Prudential Code for Local Authorities.] 3.9 3.6 The Company shall not breach nor cause the Parent or the Council to be in breach of the relevant provisions of the [Local Authorities (Companies) Order 1995, Part V of the Local Government and Housing Xxx 0000 or the Local Government Public Involvement in Health Xxx 0000 or its obligations under the Public Contracts Regulations 2015 or any European Directive on public procurement.] 3.7 The Company shall: 3.7.1 identify the participation of the Council on all its official business stationery; and 3.7.2 not engage in any party political publicity. 3.8 The Company agrees that it shall adopt such of the Council's employment terms, conditions, policies and procedures, including those in relation to any employees employed by the Company, as are notified to the Company by the Council from time to time.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director chief operating officer on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him them by the Directors. The Directors may also remove such managing director chief operating officer and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) chief operating officer shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, to those matters requiring Shareholder Consent pursuant to clause 3.6 and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders Shareholder holding in aggregate between them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 57. 3.8 The Company agrees with the Shareholders Shareholder that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders Shareholder informed of the progress of each Group Company's business and affairs and in particular will procure that each Shareholder is given such information and such access to the officers, employees and premises of the Group as it may reasonably require for the purposes of enabling it to monitor its investment in the Group. 3.9 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may may, subject to obtaining Shareholder Consent, appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also subject to obtaining Shareholder Consent remove such managing director and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consentdirector. 3.3 Without prejudice Subject to the generality provisions of this Agreement (including the rights of the foregoing, Shareholder) the Directors will may determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, to those matters requiring Shareholder Consent pursuant to clause 3.6 and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, so determining the Directors will shall exercise all voting rights and other powers of control available seek to them in relation to ensure that the Company so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreement, the Company shallwill: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by any the Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The Company shall comply with the law and will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time shall use all reasonable endeavours to time carried on or proposed to be carried on, obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall not be carried out nor undertaken without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issueit having obtained such Shareholder Consent. 3.7 The Company shall permit permits and requires any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s person notified to it in writing from time to time by the Shareholder (a designated officers and executives at any timeperson). The Shareholder may in such notification stipulate limitations on the nature of the information which a particular designated person may be given. The Shareholder may from time to time also notify the Company that a particular individual has ceased to qualify as a designated person. 3.8 All books, records, accounts and documents relating to the business and the affairs of the Company and its subsidiaries shall be open to the inspection of any such a designated person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 5. 3.8 3.9 The Company agrees with the Shareholders Shareholder that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders Shareholder informed of the progress of each Group Company's business and affairs and in particular will procure that each Shareholder is given such information and such access to the officers, employees and premises of the Group as it may reasonably require for the purposes of enabling it to monitor its investment in the Group. 3.9 3.10 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four six times in every year and at not more longer than three two monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, replacement on such terms as it they may think fit providing that no such appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the (a) Business Plan, to (b) those matters requiring Shareholder Consent pursuant to clause 3.6 and to (c) any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powerpowers) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The If the Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders the Shareholder(s) holding in either all, or the aggregate (between them a majority them) majority, of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives of the Shareholder(s) at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and its any subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant (relevant) Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 56. 3.8 The Company agrees with the Shareholders Shareholder(s) that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders Shareholder(s) informed of the progress of each Group Company's business and affairs and in particular will procure that any Shareholder is given such information and such access to the officers, employees and premises of the Group as it may reasonably require. 3.9 The Company agrees with the Shareholder(s) that it will: 3.9.1 maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; and 3.9.3 keep the Shareholder(s) informed of the progress of the Company's business and affairs and in particular will procure that each Shareholder is given such information and such access to the officers, employees directors and premises of the Group Company as it may reasonably require for the purposes of enabling it to monitor its investment in the Grouprequire. 3.9 3.10 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, to those matters requiring Shareholder Consent pursuant to clause 3.6 and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 5. 3.8 The Company agrees with the Shareholders that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders informed of the progress of each Group Company's business and affairs and in particular will procure that each Shareholder is given such information and such access to the officers, employees and premises of the Group as it may reasonably require for the purposes of enabling it to monitor its investment in the Group. 3.9 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the 3.1. The management of the each Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, on such terms as it may think fit providing that no appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 3.2. Without prejudice to the generality of the foregoing, the relevant Directors will determine the general policies of the each Company and the manner in which the Business is to be carried out, subject to the relevant Business Plan, to those matters requiring Shareholder Consent pursuant to clause 3.6 Plan and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company Companies so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreement, the each Company shall: 3.3.1 3.2.1. carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the its Business Plan and with good business practices, and 3.3.2 3.2.2. transact all its business on arm's length terms. 3.4 3.3. The Company Companies shall not carry out any activity which would render the holding of Shares by any Shareholder the Council and / or the Parent Company unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder the Council and / or the Parent Company will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The 3.4. Each Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, use all reasonable endeavours to obtain and maintain the same in full force and effect. . 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issue. 3.7 The 3.5. Each Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated the Council and / or the Parent Company or the Advisory Board, the Council's officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the each Company and its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder Council or the Parent Company properly informed about the business and affairs of the relevant Company or to protect its interests as a Shareholderultimate beneficial owner or shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder Council or the Parent Company and its designated officers and executives in accordance with the terms of clause 5. 3.8 The 3.6. Each Company agrees with the Shareholders Parent Company and the Council that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders Parent Company and the Council informed of the progress of each Group Company's business and affairs and in particular will procure that each Shareholder the Council and the Parent Company is given such information and such access to the officers, employees and premises of the Group as it may reasonably require for the purposes of enabling it to monitor its investment in the Group. 3.9 3.7. Each Company shall instruct its auditors to prepare and audit a balance sheet of the Company, as at the Annual Accounts Date each year and a consolidated profit and loss account of the Company, for the first 12 month financial period ending on the Annual Accounts Date each year to be presented to the Parent Company and the Council within 2 calendar months after the end of the period to which such accounts relate. The balance sheet and profit and loss account will be accompanied by a report in such format and covering such issues as may reasonably be requested by the Parent Company and the Council. 3.8. Each Company will provide to the Parent Company and the Council full details of any actual or prospective material change in the Business or the financial position or affairs of the Company, as soon as such details are available. 3.9. The Council may designate any Company as an In-house Company following its incorporation. Each In-house Company shall: 3.9.1. unless otherwise agreed in writing by the Council, use its reasonable endeavours to ensure that no more than 19.99% of its total average annual turnover in any period of three financial years shall derive from activities undertaken for any person who is not the Council or a person over which the Council exercises Control (and for the purposes of this clause and clause 3.11 only, Control shall have the meaning attributed to it in regulation 12(3) or 12(5) Public Contracts Regulations 2015). 3.9.2. without prejudice to the provisions of clause 3.9.1 and unless otherwise agreed in writing by the Council, notify the Council as soon as reasonably practicable if it appears likely that more than 19.99% of its total average annual turnover in any period of three financial years will derive from activities undertaken for any person who is not the Council or a person over which the Council exercises Control. 3.9.3. ensure that none of the Council Consent Matters shall be carried out without the prior consent in writing of the Council. 3.10. Any Company which is not designated as an In-house Company shall operate as a company with commercial character, not having the purpose of meeting needs in the general interest. 3.11. The Companies shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995, part V Local Government and Housing Act 1989, the Local Government Public Involvement in Health Act 2007 or its obligations under the Public Contracts Regulations 2015 or any European Directive on public procurement.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more longer than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, replacement on such terms as it they may think fit providing that no such appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the (a) Business Plan, to (b) those matters requiring Shareholder Consent pursuant to clause 3.6 and to (c) any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will Director shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powerpowers) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by any the Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such the Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The If the Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders the Shareholder holding in either all, or the aggregate (between them a majority them) majority, of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives of the Shareholder at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and its any subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 56. 3.8 The Company agrees with the Shareholders Shareholder that it will will: 3.8.1 maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise keep the Shareholders Shareholder informed of the progress of each Group the Company's business and affairs and in particular will procure that the each Shareholder is given such information and such access to the officers, employees and premises of the Group Company as it may reasonably require for the purposes of enabling it to monitor its investment in the Grouprequire. 3.9 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement, on such terms as it may think fit providing that no No appointment to the post of managing director (or such post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which its rights as Shareholder of each subsidiary of the Business Company is to be carried out, subject to the Business Plan, to those matters requiring Shareholder Consent pursuant to clause 3.6 and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term of this Agreement, each Subsidiary of the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length termsin accordance with any agreement entered into between the Company and any Subsidiary of the Company. 3.4 The Company shall not carry out any activity which would render the holding of Shares by any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of Shareholders holding in aggregate between them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 5. 3.8 The Company agrees with the Shareholders that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholders informed of the progress of each Group Company's business and affairs and in particular will procure that each Shareholder is given such information and such access to the officers, employees and premises of the Group as it may reasonably require for the purposes of enabling it to monitor its investment in the Group. 3.9 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.