FINANCIAL STANDING OF THE SUPPLIER. The Authority may from time to time during the Term assess the financial standing of: the Supplier; where a Parent Company Guarantee has been provided by the Parent Company, the Parent Company; or where any Alternative Guarantee has been provided, the entity which has provided such Alternative Guarantee (“Alternative Guarantor”). Where a Material Adverse Change (as defined in Clause 11.6) has occurred in respect of the Supplier, its Parent Company and/or Alternative Guarantor, and such Material Adverse Change (in the reasonable opinion of the Authority) represents a risk to: the Supplier’s ability to perform its obligations under this Framework Agreement and/or the Customer Contracts; the ability of the Parent Company to meet its obligations under the Parent Company Guarantee; or the ability of any Alternative Guarantor to meet its obligations under an Alternative Guarantee, then the Authority may (subject to Clause 11.3) require a Parent Company Guarantee or other form of suitable security (including a financial bond, another guarantee (“Alternative Guarantee”) and/or letter of credit or other credit support) reasonably acceptable to the Authority (“Additional Security”). Before exercising its rights under Clause 11.2 to require Additional Security, the Authority shall attempt to discuss the matter with the Supplier and take into account any action which the Supplier and/or its Parent Company proposes to take to mitigate the risk referred to in Clause 11.2. The Supplier shall within five (5) Working Days: of a requirement in accordance with Clause 11.2, procure that the relevant Additional Security is obtained and evidence of this provided to the Authority; and of any change to any agreement which is the subject matter of the Parent Company Guarantee and/or any Alternative Guarantee, procure that the relevant guarantor provides written consent to such change. If the Supplier fails to comply with its obligations under Clause 11.4 or the Authority concludes that, despite the provision of Additional Security, there remains a risk to the: Supplier’s ability to perform its obligations under this Framework Agreement and/or the Customer Contracts; ability of the Parent Company to meet its obligations under the Parent Company Guarantee; or ability of any Alternative Guarantor to meet its obligations under an Alternative Guarantee, then the Authority may by notice in writing immediately terminate this Framework Agreement pursuant to Clause 14.10.

FINANCIAL STANDING OF THE SUPPLIER. The Authority may from time to time during the Term assess the financial standing of the Supplier and/or its Parent Company. Where a Material Adverse Change (as defined in Clause 13.4) has occurred in respect of the Supplier and/or its Parent Company such that it represents a risk to the Supplier’s ability to perform its obligations under this Framework Agreement and/or the Customer Contracts, the Authority may (subject to Clause 13.2) request a Parent Company Guarantee. Before exercising its rights under Clause 13.3, the Authority shall attempt to discuss the matter with the Supplier. Following such attempts, and taking into account any action which the Supplier and/or its Parent Company takes to mitigate such risk (including by procuring a Parent Company Guarantee in accordance with Clause 13.3, other parent company guarantee and/or letter of credit or other credit support), if the Authority concludes that there remains a risk to the Supplier’s ability to perform its obligations under this Framework Agreement and/or the Customer Contracts, the Authority may by notice in writing immediately terminate this Framework Agreement. The Supplier shall, within five (5) Working Days of a request in accordance with Clause 13.1, procure that the Authority receives a duly executed Parent Company Guarantee .

FINANCIAL STANDING OF THE SUPPLIER. PFP may from time to time during the Term assess the financial standing of the Supplier. PFP may base its assessment of the financial standing of the Supplier by reference to the methodology used in the Invitation to Tender and any other reasonable measure of financial standing determined by PFP including the credit rating(s) of the Supplier as published by a recognised credit rating agency such as Equifax or an equivalent body.

FINANCIAL STANDING OF THE SUPPLIER. 12.1 The AUTHORITY may from time to time during the Term assess the financial standing of the SUPPLIER including an assessment of: 12.1.1 credit ratings as published by a credit rating agency appointed by the AUTHORITY; and 12.1.2 the SUPPLIER’s corporate performance monitoring information (as presented to the governance body of the SUPPLIER) and approved corporate plans (as presented/approved to the governance body of the SUPPLIER). In the event that the AUTHORITY considers that the financial status of the SUPPLIER represents a substantial risk (that is, a risk significantly greater than any previously assessed risks) to the SUPPLIER’s ability to perform its obligations under any of the Contracts the AUTHORITY will discuss that risk with the SUPPLIER. 12.2 Following such discussions, if the AUTHORITY concludes that the financial status of the SUPPLIER remains a substantial risk, the AUTHORITY may by notice in writing either:

FINANCIAL STANDING OF THE SUPPLIER. 2.1 The Council reserves the right to check the financial standing of the Supplier on an annual basis (or at any other time on request if the Council has any concerns about the financial standing of the Supplier) following the Supplier’s admission onto the DPS. 2.2 The Supplier shall cooperate with the Council and provide relevant information as may reasonably be required by the Council. 2.3 Individual Suppliers who are not registered companies may be required to undergo a credit check to enable the Council to ascertain their financial standing and the Supplier agrees to undertake such checks if requested by the Council.

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Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.
Organization and Standing of the Purchasers If the Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
Organization and Standing of the Company The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted and to execute and deliver this Agreement and other instruments, agreements and documents contemplated herein (together with this Agreement, the “Transaction Documents”), to issue, sell and deliver the Shares and to perform its other obligations pursuant hereto. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company.
Organization and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement, the Time of Sale Information and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the operations, business, prospects, properties, financial condition or results of operation of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”).
Good Standing of the Company The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.
Organization and Standing of the Investor The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Financial Forecasts You understand that any financial forecasts or projections are based on estimates and assumptions we believe to be reasonable but are highly speculative. Given the industry, our actual results may vary from any forecasts or projections.
Good Standing of the Manager The Manager has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
Good Standing of the Operating Partnership The Operating Partnership is duly organized and validly existing as a limited partnership in good standing under the laws of the State of Delaware, with the requisite power and authority to own, lease and operate its properties, to conduct the business in which it is engaged and proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or register would not have a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership. The amended and restated agreement of limited partnership of the Operating Partnership (the “OP Partnership Agreement”) is in full force and effect in the form in which it was filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 9, 2008, except for subsequent amendments relating to the admission of new partners to the Operating Partnership or the designation of the rights of new partnership interests.

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