TNAG-1515-FCO40-2076-Bridges-and-tunnels-in-Hong-Kong-1986 — Page 65

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or otherwise hold the same in trust for EHCC.

23.

NHKTC agrees that, subject to it being indemnified to its reasonable satisfaction by EHCC that at any time and from

time to time upon the written

the written request of EHCC, it will

promptly and duly execute and deliver to EHCC any and all further instructions and documents and promptly take all

such further action as EHCC may reasonably require for the

ownership of the Railway Works to be vested in EHCC and for

EHCC to obtain the full benefit thereof and for EHCC to

comply with its obligations regarding the Railway Works under the Rail Operating Agreement.

24.

O

If and on each occasion that

that under the Rail Operating

Agreement EHCC receives a notice from MTRC that it considers any defect including without limitation a latent

defect to have arisen or exist, EHCC shall immediately give written notice to NHKTC with a copy of the notice

from MTRC. Subject to

to NHKTC giving EHCC such indemnity

and security as EHCC may reasonably require and if SO required by NHKTC EHCC shall give notice that it does or does not agree with the matters in the notice from MTRC.

If MTRC or if so required by NHKTC EHCC the matter of any

latent defect to the Independent Expert for a decision, EHCC will subject to NHKTC giving EHCC such indemnity and security as aforesaid submit such written representations and generally take all steps in relation to such reference as may be required by NHKTC.

25.

If at any time any dispute arises between NHKTC and EHCC in connection with or arising out of this Deed it shall be referred to the arbitration of a person to be agreed upon between the parties or, (if the parties fail to appoint an

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