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

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to its Approvals as necessary and maintain compliance with all its Approvals as necessary for it to fulfill its obligations hereunder in compliance with all Regulatory Requirements. The City agrees to issue or cause to be issued to Panda all Approvals that are within its jurisdiction that are necessary for Panda to collect and use the Raw Water as contemplated herein and perform other operations of the Plant relating to the subject matter of this Agreement. The City agrees to give reasonable assistance to Panda as requested in connection with obtaining Approvals that are necessary for Panda to collect and use the Raw Water as contemplated herein and perform other operations of the Plant relating to the subject matter of this Agreement. Section 8.03. Sufficiency of Supply of Raw Water and Facilities. The City agrees that it will at all times during the Term have sufficient rights to and supply of Raw Water to satisfy its obligations hereunder. The City agrees that it will acquire additional rights to and sources of Raw Water as reasonably needed. Panda will share the costs of such acquisition pursuant to Schedule 5, Item 9 (in Base Delivery Amount). The City shall promptly notify Panda immediately of any proposed or enacted legislation or regulations (either federal, state, city, county or local level), or agreement, which comes to the attention of the City and which could adversely affect the operation of the Facilities or the ability of the City to perform any of its obligations hereunder. The City will not take any action or omit to take any action that would or could impair, restrict or adversely affect the ability of the City to perform its obligations hereunder. Section 8.04. Emergencies. Panda shall be entitled to work on or interfere with the Facilities without the prior written consent of the City where such actions are taken to prevent immediate injury, death or property damage. In such event, Panda shall promptly inform the City of such work or interference. Section 8.05. Hold Harmless. During the Term ofthis Agreement, Panda agrees to hold harmless the City and its respective employees and agents from all losses or claims arising directly from actions ofpanda's employees or agents under this Agreement; provided that Panda shall have no such obligation where the negligence of any employee or agent of the City contributed to any such loss or claim. Section 8.06. Waiver ofImmunitv. As a part of the consideration for this Agreement, the City represents and warrants that it is subject to suit for any breach of this Agreement or to enforce any covenant contained herein, consents to such suit, and waives any immunity it may have from suit for breach or enforcement of this Agreement. ARTICLE IX REPRESENT A TIONS AND WARRANTIES Section 9.01. Representations and Warranties of the City. The City hereby represents and warrants to Panda that the following are true, legal, and correct as of the date hereof: (a) The City is a home-rule municipality validly existing and in good standing under the laws of the State of Texas. The City has all requisite power and authority to conduct its business, own its properties and execute and deliver this Agreement and perform its obligations hereunder in accordance with the terms hereof. This Agreement has been duly executed and delivered by a representative of the City who has the requisite power and authority to execute and deliver this Agreement in the name of and on behalf of the City. (b) The City has obtained all Approvals and satisfied all requirements of a constitutional, legal, statutory, administrative or other similar character necessary for the execution, delivery and performance by the City of this Agreement, which requirements are listed on Schedule 6 hereto. The execution, delivery and performance of this Agreement by the City do not require any approval, consent, order, authorization, waiver or any other action, or registration, declaration or filing with, any Person, board or body, public or private (including any holder (or any trustee for any holder) of an indebtedness or other obligation of the City or of any other Person), except those which are listed on Schedule 6. This Agreement has been duly executed and delivered on behalf of the City and constitutes the legal, valid and binding obligations of the City, enforceable against the City in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles. (c) The City holds a valid Certificates issued by the appropriate State agencies in regard to the Raw Water to be delivered hereby. The City owns the rights to an amount of appropriated and uncommitted surface water dedicated for industrial use from Lake Pat Mayse, Lamar County, Texas, to allow the City to fulfill its obligations to supply Raw Water hereunder. -7. G:\ATTORNEY\Scott\Current Work\water agr - final ,doc?