AGREEMENT relating to Section 106 and 106A of the Town and Country Planning Act 1990 [and [insert other legislation]] in relation to the development at [insert address] This Agreement is made on [insert date] Parties 1 [insert name], of [insert address] ("Council"); 2 [insert name], of [insert address] (“County Council”); 3 [insert name], of [insert address] (“Owner”); and 4 [ Additional parties as necessary eg landlord, mortgagee, option holder etc. ] ("[insert additional parties as necessary eg landlord, mortgagee, option holder etc] "). Background (A) The Council is the local planning authority for the purposes of s 106 and s 106A of the 1990 Act for the area within which the Land is situated and is capable of enforcing the obligations in the Original Agreement. (B) The County Council is the local highway authority for the area within which the Land is situated and is capable of enforcing the obligations in the Original Agreement. (C) [Recite ownership details for the Land]. (D) On [insert date] the Council, the County Council, and the Owner [or list the parties to the original section 106

Deed dated[insert date]section 278 Highways Act 1980 relating to development at [insert text] between: Parties 1 [insert name] of [insert address] (the ‘Council’) 2 [insert name] of [insert address] [incorporated in England and Wales with company registration number [insert number]] (the ‘Developer’) 3 [[insert name] of [insert address] [incorporated in England and Wales with company registration number [insert number]] (the ‘Mortgagee’)] 1 Definitions 1980 Act • the Highways Act 1980 1990 Act • the Town and Country Planning Act 1990 [Bond • a bond substantially in the form at Schedule 1, Annex 4 from a bank or other institution first approved in writing by the Council to secure the obligations to carry out and complete the Works] [Charge • the charge appearing at entry [insert entry number] on the charges register of title number [title number] at [insert date of official copy entries]] Commencement • the earliest date upon which the Works are commenced and the term ‘Commence’ shall be construed accordingly Completion Certificate • the certificate issued by the Proper Officer under clause [insert number] Contract • a contract to be let by the Developer to a contractor approved by the Council under the terms of this Agreement for the construction of the Works Development

Deed dated [insert date] under section 38 Highways Act 1980 relating to construction and adoption of roads at [insert text] between: Parties 1 [insert name] of [insert address] (the ‘Council’) 2 [insert name] of [insert address] [incorporated in England and Wales with company registration number [insert number]] (the ‘Developer’) 3 [[insert name] of [insert address] [incorporated in England and Wales with company registration number [insert number]] (the ‘Mortgagee’)] 1 Definitions 1980 Act • the Highways Act 1980; 1990 Act • the Town and Country Planning Act 1990; 1991 Act • the New Roads and Street Works Act 1991; [Bond • a bond substantially in the form at Schedule 1, Appendix 4 from a bank or other institution first approved in writing by the Council to secure the obligations to carry out and complete the Works;] [Charge • the charge appearing at entry [insert entry number] on the charges register of title number [title number] at [insert date of official copy entries];] Commencement • the earliest date upon which the Works are commenced and the term ‘Commence’ shall be construed accordingly; Completion Certificate • the certificate issued by the Proper Officer under Clause [insert number]; Contract • a contract to be let by the Developer to a contractor approved by the Council

A Signing and Closing Memorandum is required to assist the smooth execution of a complex transaction. This precedent signing and closing memorandum sets out steps to be taken in order to close a commercial mortgage-backed securities (CMBS) transaction. Additional documents or steps may be required depending on the specific transaction. [ISSUER] [CURRENCY][AGGREGATE AMOUNT] CLASS [A] NOTES DUE [•] AND [CURRENCY] [AGGREGATE AMOUNT] CLASS [B] NOTES DUE [•] (THE NOTES) SIGNING AND CLOSING MEMORANDUM 1 Parties involved in the transaction THE PARTIES Issuer [●] Holdings [●] Originator [●] Arranger [●] Manager [●] Trustee [●] Security Trustee [●] Paying Agent [●] Account Bank [●] Cash Manager [●] Servicer [●] Special Servicer [●] Swap Counterparty [●] Liquidity Facility Provider [●] Registrar [●] Corporate Services Provider [●] [Listing Agent] [●] Listing Authority [●] Stock Exchange [●] [Rating Agencies] [●] Euroclear Euroclear Bank SA Clearstream Clearstream Banking, societe anonyme Common Depositary [●] Auditor [●] Valuer [●] Issuer's Counsel [●] Arranger's

A Signing and Closing Memorandum is required to assist the smooth execution of a complex transaction. This precedent signing and closing memorandum sets out steps to be taken in order to close a residential mortgage-backed securities (RMBS) transaction. Additional documents or steps may be required depending on the specific transaction. [ISSUER] [CURRENCY][AGGREGATE AMOUNT] CLASS [A] NOTES DUE [•] AND [CURRENCY] [AGGREGATE AMOUNT] CLASS [B] NOTES DUE [•] (THE NOTES) SIGNING AND CLOSING MEMORANDUM 1 Parties involved in the transaction THE PARTIES Issuer [●] Holdings [●] Originator [●] Arranger [●] Manager [●] Trustee [●] Security Trustee [●] Paying Agent [●] Mortgage Administrator [●] Standby Mortgage Administrator [●] Special Servicer [●] Cash Manager [●] Account Bank [●] Swap Counterparty [●] Liquidity Facility Provider [●] Registrar [●] Corporate Services Provider [●] [Listing Agent] [●] Listing Authority [●] Stock Exchange [●] Rating Agenc[Rating Agencies] [●] Euroclear Euroclear Bank SA Clearstream Clearstream Banking, societe anonyme Common Depositary [●] Auditors [●] Issuer's Counsel [●] Arranger's Counsel [●] Trustee’s Counsel [●] Part I TIMETABLE, VENUE AND PROCEDURE 1 Timetable The following events and dates form the anticipated timetable in respect of the issue of the Notes. EVENT DATE Pricing [●] Issuer Board Meeting [●] Offering Document Stamp-off [●] Due diligence call [●] Signing [●] Closing [●] 2 Venue The signing and closing meetings will take place at [the offices of Issuer's Counsel]. 3 Procedure 3.1 It is intended that the transaction documents listed in paragraph 11 of Part III of this memorandum will be in agreed form by [●]. 3.2 The

1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires the following expressions shall have the following meanings: Relevant Proportion • means, for the purposes of clause, the maximum proportion of the Company’s [trading] losses [and other amounts eligible for relief from taxation] which is permitted by law to be surrendered to the relevant Shareholder (or member of its Shareholder Group) or, as appropriate, the maximum proportion of the Company’s trading profits against which the Shareholder (or member of its Shareholder Group) is permitted by law to surrender its [trading] losses [and other amounts eligible for relief from taxation]; VAT • means United Kingdom value added tax[ and any other tax imposed in substitution for it OR , any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom];

Precedent: Discretionary trust does not include an apportionment clause as the Trusts (Capital and Income) Act 2013 (T(CI)A 2013) abolished the apportionment rules for trusts created on or after 1 October 2013 (save for some rules

Below cost pricing with the intent of forcing competitors from the market, after which prices can be raised to supra-competitive levels.

What is a predatory marriage? The practice of targeting and marrying a vulnerable person who is often older to gain control of their property and assets upon death. It involves grooming the person and influencing them so that they make a decision to marry, that they may not even understand. What does a predatory marriage look like? The predator will usually use three techniques to gain control over the person: • grooming the person so that they feel valued and loved by the predator. They may describe themselves as the persons carer and hi-light repeatedly to the person how valuable they are to the person. They may even move into the home • isolation—the predator will aim to isolate them from family and friends and may often claim the family have forgotten them or are not looking after them when in reality the predator is blocking calls and visits • disputes—the predator will be willing to create disputes between family members and friends to gain greater control of the person they are targeting. They might say ‘he forgot

Predatory pricing is a well recognised ‘exclusionary’ abuse under Article 102 TFEU—namely, conduct engaged in by a dominant undertaking which specifically targets competitors and aims to eliminate or weaken their position as viable rivals (either by forcing them out of the market or by deterring market entry). In particular, this is achieved by a dominant firm forgoing profits in the short term in order to drive out or discourage competitors. Once the dominant firm has successfully excluded existing competitors or potential entrants, the dominant undertaking will have strengthened its position and be free, in theory, to charge supra-competitive prices and/or degrade its downstream offerings without consequence. While predation is conceptually easy to recognise and appreciate, distinguishing between a predatory price and legitimate price competition under Article 102 TFEU is by no means straight-forward, as: • even dominant firms may lower their prices for totally legitimate and consumer beneficial reasons, • even where concerns turn out to be genuine, initial indications of predation can often appear pro-competitive—ie low prices are, intuitively, a good thing and indeed a fundamental objective of EU

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note states the law as understood in England. Local authorities and other public bodies have a general duty to act fairly. This applies both to procedure and substance, and flows from the two cardinal rules of natural justice, namely that: • noone is to be a judge in their own cause (nemo judex in causa sua), and • matters in issue are to be determined after hearing from both or all the parties involved (audi alteram partem) The modern duty to act fairly is a flexible, context-sensitive doctrine requiring those consulting about or taking decisions on behalf of the public to do so (and be seen to do so) in a manner that is demonstrably fair in all the circumstances and untainted by any issue or perception of personal or other extraneous interest. Public authority decisions that are affected by actual or perceived bias (prejudice towards a particular outcome)

Why do law firms need budgets and how might they be structured? Like any other business, a law firm needs some budgets each year so: • it can properly control its income and expenditure, and, as a result • it can reduce the risk of the final profit not being in line with expectations It is worrying how many firms do not have budgets and when challenged the reason given is often that they are not a business but a professional firm. A law firm may be a professional firm but it still needs to be run in a business-like way. Law firms are very straightforward compared to some other businesses: they are simply buying the time of fee earners and selling that time on to clients with a view to making a profit. A law firm will also incur overheads in addition to the cost of the fee earners. This is necessary to: • enable the fee earners to work efficiently and effectively • ensure the services that are delivered