TNAG-1515-FCO40-2076-Bridges-and-tunnels-in-Hong-Kong-1986 — Page 81

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 -