2016-10-17 GC Agenda - Item 8 - Attachment 2 (Amended) - Statement of Financial Position

                      (A)     be in accordance with any description of the Buses and UCAPs in
                              the Lease;

                      (B)     comply with all Industry Standards and Legal Requirements;

                      (C)     be suitable in all respects for the purpose for which equipment of
                              the same kind are commonly supplied, and any other purpose
                              specified in the Lease;

                      (D)     be of merchantable quality and free from any defect;

                      (E)     by supplied to party who gave the notice with all of the things
                              required by the Lease;

              (iv)    the Lessor shall, except for GST:

                      (A)     pay and indemnify the party who have the notice against all sales
                              tax, customs duties, stamp duties, and other duties, charges, taxes
                              or imposts payable in connection with the transfer of the ownership
                              of the Buses referred to in the notice;

                      (B)     comply with all Legal Requirements in relation to the payment of
                              any such duties, charges, taxes or imposts.

       (g)    For the purpose of obtaining the benefit of this clause, the Lessee has informed
              each of Translink and the Operator of the Lessor's obligations under this clause,
              and hereby communicates acceptance of that promise for and on behalf of each
              of Translink and the Operator to the Lessee.

       (h)    There is no obligation on the Lessee, TransLink or the Operator to purchase any
              of the Buses, or to continue leasing any of the Buses after the End Date.

26.    Default and termination

26.1   Preservation of other rights

       If a party breaches or repudiates the Lease, nothing in clause 26 shall prejudice the right
       of the other party to recover damages or exercise any other right.

26.2   Default by Lessor

       (a)    If the Lessor commits a substantial breach of the Lease the Lessee may give the
              Lessor a written notice to show cause.

       (b)    The Lessee's notice to show cause must:

              (i)     state that it is a notice under clause 26.2 of the Lease;

              (ii)    specify the alleged breach;

              (iii)   require the Lessor to show cause in writing why the Lessee should not
                      exercise a right under clause 26.4; and

              (iv)    specify the time and date by which the Lessor must show cause (which
                      time shall not be less than 10 Business Days after the notice is given to
                      the Lessor).



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