fail to respond to such call within a
reasonable period of time; or
(B)
are in material breach of any of the
provisions of the guarantee agreement;
(b)
the Rail Company shall be deemed to be in default
if
(i) it fails to transfer to the Mass Transit
Railway Corporation the rights granted to it
under section 5(1)(b) and (c) in accordance with
section 8; or
(ii) there has been a substantial failure by
it to comply with its obligations under the
operating agreement;
(c)
the Road Company or Rail Company, as the case may
be,
shall be deemed to be in default if -