WHEREAS:

A.  The Authority and the Service Provider have entered into an agreement dated [  ] ("the Agreement") whereby the Service Provider will provide the services set out in the Agreement ("the Services"), and the Guarantor has given the Authority an undertaking to enter into a Deed of Guarantee on the following terms.

B.  The Service Provider is a wholly owned subsidiary of the Guarantor.

C.  The Guarantor has agreed to guarantee the due performance of the Agreement in the manner hereinafter appearing.