in order to remedy
such defects shrinkages and other faults and the Landlord shall procure that the
person so entering shall comply with the Tenant's reasonable directions and
regulations and shall cause as little damage and disturbance as reasonably
possible and shall make good to the reasonable satisfaction of the Tenant all
damage caused thereby to the Premises.
21.
SNAGGING ITEMS AND INSPECTION
21.1
THE LANDLORD SHALL AT NO COST TO THE TENANT REMEDY AS
SOON AS REASONABLY PRACTICABLE ALL DEFECTS OR OTHER FAULTS IN THE REFURBISHMENT
WORKS LISTED IN THE SNAGGING ITEMS LIST.
21.2
THE LANDLORD SHALL PROCURE THAT THE TENANT IS GIVEN
NOT LESS THAN FIVE WORKING DAYS WRITTEN NOTICE OF THE ARCHITECT'S INTENTION TO
INSPECT THE SNAGGING WORKS WITH A VIEW TO THE ARCHITECT CERTIFYING THAT THE
SNAGGING WORKS ARE COMPLETE AND ANY OF THE TENANT'S ADVISERS (LIMITED TO A
MAXIMUM OF TWO PERSONS) SHALL BE ENTITLED TO INSPECT THE SNAGGING WORKS TOGETHER
WITH THE ARCHITECT AND SHALL BE ENTITLED WITHIN THREE WORKING DAYS OF THE JOINT
INSPECTION TO MAKE REASONABLE WRITTEN REPRESENTATIONS DIRECT TO THE LANDLORD
(AND NOT TO THE ARCHITECT) AND THE LANDLORD SHALL REFER ANY REPRESENTATIONS TO
THE ARCHITECT AND THE LANDLORD SHALL PROCURE THAT THE ARCHITECT SHALL HAVE
PROPER REGARD TO THE REPRESENTATIONS BUT THE ARCHITECT'S INDEPENDENT DISCRETION
SHALL NOT BE FETTERED BY SUCH REPRESENTATIONS.
21.3
THE LANDLORD SHALL FORTHWITH FOLLOWING THE ISSUE OF
THE CERTIFICATE CONFIRMING COMPLETION OF THE SNAGGING WORKS SERVE A COPY OF SUCH
CERTIFICATE ON THE TENANT.
22.
OPINION LETTERS
On the date hereof and on the Completion Date the Tenant's Guarantor is to
provide the Landlord the Landlord's Guarantor and the Management Company with an
opinion letter in the form annexed hereto from a reputable firm of lawyers in
the jurisdiction in which the Tenant's Guarantor is incorporated to confirm to
the Landlord the Landlord's Guarantor and the Management Company that the
Tenant's Guarantor:
22.1
IS PROPERLY INCORPORATED AND REGISTERED IN THAT
JURISDICTION;
22.2
HAS THE POWER TO ENTER INTO ITS OBLIGATIONS UNDER THE
AGREEMENT AND ANY OTHER DOCUMENTATION ENTERED INTO PURSUANT TO THIS AGREEMENT;
22.3
HAS VALIDLY EXECUTED THIS AGREEMENT AND ANY OTHER
DOCUMENTS ENTERED INTO ON THE DATE HEREOF AND ON THE COMPLETION DATE;
22.4
IS NOT SUBJECT TO ANY PROCESS OF DISSOLUTION,
INSOLVENCY PROCEEDINGS OR ANY OTHER MATTER WHICH MAY AFFECT THE LEGALITY,
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE DOCUMENTS ENTERED INTO ON
THE COMPLETION DATE.
10
23.
LANDLORD'S GUARANTOR
In consideration of the Tenant having entered into this agreement at the
Landlord's Guarantor request the Landlord's Guarantor as primary obligor
guarantees and agrees with the Tenant that:
23.1
THE LANDLORD WILL PERFORM ITS OBLIGATIONS IN THIS
AGREEMENT; AND
23.2
IT WILL MAKE GOOD TO AND INDEMNIFY THE TENANT AGAINST
ALL LOSSES DAMAGES COSTS AND EXPENSES CAUSED BY ANY DEFAULT BY THE LANDLORD.
24.
TENANT'S GUARANTOR
In consideration of the Landlord having entered into this agreement at the
Tenant's Guarantor's request the Tenant's Guarantor as primary obligor
guarantees and agrees with the