1998-181-RES WHEREAS, CITY COUNCIL DID HERETOFORE ON THE 8TH DAY OF JUNE

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TO HAVE AND TO HOLD the above property unto the Grantee for the purposes aforesaid, with the right and privilege at any and all times to enter said premises, or any part thereof, and maintaining any and all utilities facilities placed therein; provided that Grantee will, after doing any work in connection with the construction, reconstruction, relocating, or maintenance of said utilities, restore the surface to the condition to which said surface was found when such work was undertaken insofar as permitted under the plans and specifications approved for projects to be located within the herein-described easement, and that in the use of said rights and privileges herein granted, Grantee will not create a nuisance or do any act that will be detrimental to said premises; and further provided that the Grantee will, in accordance with Section 5.01 of the Water Supply Agreement between the City of Paris, Paris, Texas, and Panda Paris Power, L.P., dated September 16, 1998, transfer title and ownership to the Grantor, upon completion, of the Pipeline. Grantor does hereby binds itself, its successors and assigns, to warrant and forever defend, all and singular, said premises unto the Grantee against every person whomsoever lawfully claiming or to claim the same or any part thereof. WITNESS our hands this 21st day of December, 1998. CITY OF PARIS, PARIS, TEXAS By: Charles H. Neeley, Mayor STATE OF TEXAS 9 COUNTY OF LAMAR 9 BEFORE ME, the undersigned authority, on this day personally appeared. Charles H. Neeley, Mayor of the City of Paris, Paris, Texas, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.