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<br />Persons as may be necessary or advisable for the City to perform its obligations under this Agreement. To the extent that
<br />such disclosures are necessary, each Party shall endeavor in disclosing Confidential Information to seek to preserve the
<br />confidentiality of such disclosures. Notwithstanding the foregoing, this Section shall not prevent either Party from
<br />disclosing any such Confidential Information, including the contents of this Agreement, if and to the extent: (a) required
<br />to do so by applicable law or any court, governmental or regulatory authority, provided that, if feasible, the disclosing
<br />Party shall give prior notice to the other Party of such required disclosure and, if so requested by such other Party, shall
<br />use all reasonable efforts to oppose the requested disclosure, appropriate under the circumstances; (b) disclosed to the
<br />professional advisers, consultants or auditors of such Party; (c) disclosed to the existing or potential lenders,
<br />shareholders, partners and equity investors of such Party; (d) such disclosure is reasonably deemed necessary by the
<br />disclosing Party pursuant to the rules and regulations of any securities commission, securities exchange, securities
<br />trading market or similar body or agency; or (e) Confidential Information has come into the public (except as a result of a
<br />breach of this Section).
<br />
<br />Section 14.06. Notice. Whenever this Agreement requires or permits any consent, approval, notice, reques~
<br />or demand from one Party to another, the consent, approval, notice, request, or demand must be in writing to be effective
<br />and shall be deemed to be delivered and received (a) if personally delivered or if delivered by telegram or courier
<br />service, when actually received by the Party to whom notice is sent, (b) if delivered by telex or facsimile, on the first
<br />business day following the day transmitted (with confirmation of receipt), or (c) if delivered by mail (whether actually
<br />received or not), at the close of business on the third business day following the day when placed in the mail, postage
<br />prepaid, certified or registered, addressed to the appropriate Party, at the address and/or facsimile numbers of such Party
<br />set forth below (or at such other address as such Party may designate by written notice to the other Party in accordance
<br />with this Section):
<br />
<br />If to the City: City of Paris, Paris, Texas
<br />P. O. Box 9037
<br />Paris, Texas 75461
<br />Attn: City Clerk
<br />
<br />If to Panda: Panda Paris Power, L.P.
<br />4100 Spring Valley, Suite 1001
<br />Dallas, Texas 75244
<br />Attn: General Counsel
<br />
<br />Section 14.07. Waiver. No delay, failure or refusal on the part of any Party to exercise or enforce any right
<br />under this Agreement shall impair such right or be construed as a waiver of such right or any obligation of another Party,
<br />nor shall any single or partial exercise of any right hereunder preclude other or further exercise of any right. The failure
<br />of a Party to give notice to the other Parties of a breach of this Agreement shall not constitute a waiver thereof. Any
<br />waiver of any obligation or right hereunder shall not constitute a waiver of any other obligation or righ~ then existing or
<br />arising in the future. Each Party shall have the right to waive any of the terms and conditions of this Agreement that
<br />are for its benefit. To be effective, a waiver of any obligation or right must be in writing and signed by the Party
<br />waiving such obligation or right.
<br />
<br />Section 14.08. Severability. If any provision of this Agreement is held to be illegal, invalid, or
<br />unenforceable under present or future laws effective during the Term, such provision shall be fully severable; this
<br />Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a
<br />part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not
<br />be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in
<br />lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a
<br />provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid
<br />and enforceable.
<br />
<br />Section 14.09. Governing Law. This Agreemen~ and the rights and obligations of the Parties under or
<br />pursuant to this Agreement, shall be interpreted and construed according to the laws of the State of Texas.
<br />
<br />Section 14.10 Entire Agreement; Amendments. This Agreement contains the entire understanding of the
<br />Parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements, discussions and
<br />undertakings between the Parties (whether written or oral) with respect to the subject matter hereof. This Agreement
<br />may only be amended by written instrument signed by all the Parties. The City and Panda agree that the Financing
<br />Parties are intended to be a third party beneficiary of Sections 14.01, 14.02 and this Section 14.10. In that regard, the
<br />
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