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<br />City and Panda will not, without the prior written consent of the Financing Persons, amend or modify Sections 14.0 I, <br />14.02 or this Section 14.10 in any respect. <br /> <br />Section 14.11. Independent Contractors. The Parties are independent contractors. This Agreement shall not <br />be interpreted or construed to create an association, joint venture, or partnership between the Parties or to impose any <br />partnership obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into <br />any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise <br />bind, the other Party. <br /> <br />Section 14.12. Expenses and Further Assurances. Each Party shall pay its own costs and expenses in <br />relation to the negotiation, preparation, execution and carrying into effect of this Agreement. Each Party shall, from time <br />to time on being requested to do so by, and at the cost and expense of, the other Party, do all such acts and/or execute and <br />deliver all such instruments and assurances as are reasonably necessary for carrying out or giving full effect to the terms <br />of this Agreement. <br /> <br />Section 14.13. No Third Party Beneficiary. Except with respect to the rights of the Financing Persons and <br />as provided above, (a) nothing in this Agreement nor any action taken hereunder shall be construed to create any duty, <br />liability or standard of care to any Person that is not a Party, (b) no person that is not a Party shall have any rights or <br />interest, direct or indirect, in this Agreement or the services to be provided hereunder and ( c) this Agreement is intended <br />solely for the benefit of the Parties, and the Parties expressly disclaim any intent to create any rights in any Third Party as <br />a third-party beneficiary to this Agreement or the services to be provided hereunder. <br /> <br />Section 14.14. Counterparts. This Agreement may be executed in multiple counterparts, each of which <br />shall be deemed an original, and all of which together shall constitute one and the same instrument. <br /> <br />IN WITNESS WHEREOF the Parties have executed and delivered this Agreement as of the date first above <br /> <br />written. <br /> <br />ATTEST: <br /> <br />CITY OF P ARIS, PARIS, TEXAS <br /> <br />By: <br /> <br />Mattie Cunningham, City Clerk <br /> <br />Charles H. Neeley, Mayor <br /> <br />WITNESS: <br /> <br />PANDA PARIS POWER, L.P. <br />By PANDA PARIS I <br />(its general partner) <br /> <br />By: <br /> <br />Name <br /> <br />Name: <br />Title: <br /> <br />-13- <br /> <br />G:\ATTORNEY\Scott\Current Work\water agr - final.doc13 <br />