1998-141-RES WHEREAS, CITY COUNCIL DID HERETOFORE ONTHE 8TH DAY OF JUNE eretofore, on the 8th day of June,

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by any suspension of performance or extension of time pursuant to the preceding clause (a) or other effects of the Force Majeure Event. Section 12.04. Performance Not Excused. The payment of money owed hereunder shall not be excused because of a Force Majeure Event. In addition, a Party shall not be excused under this Article from timely performance of its obligations hereunder to the extent that the claimed Force Majeure Event was caused by any negligent or intentional acts, errors, or omissions, or for any breach or default of this Agreement by such Party. Furthermore, no suspension of performance or extension of time shall relieve the Party benefiting therefrom from any liability for any breach of the obligations that were suspended or failure to comply with the time period that was extended to the extent such breach or failure occurred prior to the occurrence of the applicable Force Majeure Event. ARTICLE XIII RESOLUTION OF DISPUTES Section 13.01. Friendly Consultation: Mediation. In the event of any dispute, controversy or claim between the Parties arising out of or relating to this Agreement, or the breach, termination or invalidity thereof (collectively, a "Dispute"), the Parties shall attempt in the first instance to resolve such Dispute through friendly consultations or mediation between the Parties. If such consultations or mediations do not result in a resolution of the Dispute within thirty (30) days, then the Dispute may be submitted to judicial proceedings by either Party. The Parties agree to attempt to resolve all disputes arising hereunder promptly, equitably and in a good faith manner. The Parties further agree to provide each other with reasonable access during normal business hours to any and all non-privileged records, information and data pertaining to any such Dispute. Section 13.02. Tolling of Statute of Limitations. All applicable statutes of limitation and defenses based upon the passage of time and similar contractual limitations shall be tolled while the procedures specified in this Article XIII are pending. The Parties will take such action, if any, required to effectuate such tolling. Without prejudice to the procedures specified in this Article XIII, a Party may file a complaint for statute of limitations purposes, if in its sole judgment such action may be necessary to preserve its claims or defenses. Despite such action, the Parties will continue to participate in good faith in the procedures specified in this Article XIII. ARTICLE XIV MISCELLANEOUS Section 14.01. Financing Persons' Requirements. (a) The City acknowledges that Panda will borrow certain funds from the Financing Persons for the construction of the Plant and that, as a condition to making loans to Panda, the Financing Persons may from time to time require certain documents from the City. In connection therewith, the City agrees to furnish to the Financing Persons such written information, certificates, copies of invoices and receipts, lien waivers (upon payment), affidavits and other like documents as the Financing Persons may reasonably request. Upon the request of the Financing Persons, as a condition precedent to Financial Closing, the City shall state in writing whether or not it is satisfied with Panda's performance to that date. (b) The City shall promptly execute any additional documentation, as may be mutually agreed on, in form and substance reasonably requested by the Financing Persons, including, but not limited to, documents evidencing the City's consent to assignment of this Agreement as a security to the Financing Persons or otherwise upon the occurrence of events specified in such documents and any reasonable modifications to this Agreement. (c) In the event of Panda's default under this Agreement, the Financing Persons shall have the right to cure Panda's default and, in such event, the City's duties and obligations under this Agreement shall be unaffected. In that regard, the Financing Persons shall have (i) thirty (30) days from the date notice of default is delivered to the Financing Persons to cure such default if such default is the failure to pay amounts to the City which are due and payable under this Agreement or (ii) not fewer than ninety (90) days to cure such default if the breach or default cannot be cured by the payment of money to the City so long as the Financing Persons or their designee shall have commenced to cure the default within such ninety (90) day period and thereafter diligently pursues such cure to completion and continues to perform any monetary obligations under this Agreement and all other obligations under this Agreement are performed by Panda or the Financing Persons. The City further agrees to perform its obligations -10- G:\A TTORNEY\Scott\Current Work\water agr. final.doclO