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<br />(d) Neither the execution, delivery or performance of this Agreement (i) conflicts with, or results in a
<br />violation or breach of the terms, conditions or provisions of, or constitutes a default under, the constitutive law, statutes
<br />or regulations of the City, or any agreement, Approval, treaty, convention, franchise, contract, indenture or other
<br />instrument under which the City or its assets are bound, nor (ii) violates or conflicts with any applicable Approval, law,
<br />rule, ordinance or regulation or any judgment, decree, order, writ, injunction or award applicable to the City. There is no
<br />pending legislation and no legal actions, arbitration proceedings, administrative proceedings or investigations instituted
<br />or threatened or adversely affecting, or that could adversely affect, (i) the legality, validity and enforceability of this
<br />Agreement against the City, (ii) the performance by the City of its obligations under this Agreement, (iii) any Approval
<br />of the City identified in Schedule 6, or (iv) the condition (fmancial or otherwise), business or operations of the City,
<br />nor does the City know of any basis for any such action, proceeding or investigation.
<br />
<br />Section 9.02 Representations and Warranties of Panda Panda hereby represents and warrants to the City
<br />that the following are true, legal, and correct as of the date hereof:
<br />
<br />(a) Panda is a limited partnership validly existing and in good standing under the laws of State of
<br />Delaware. Panda has all requisite power and authority to conduct its business, own its properties and execute and
<br />deliver this Agreement and perform its obligations hereunder in accordance with the terms hereof. This Agreement has
<br />been duly executed and delivered by Panda.
<br />
<br />(b) This Agreement has been duly executed and delivered on behalf of Panda and constitutes the legal,
<br />valid and binding obligations of Panda, enforceable against Panda in accordance with its terms, except as the
<br />enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
<br />affecting the enforcement of creditors' rights generally and general equitable principles.
<br />
<br />(c) Neither the execution, delivery or performance of this Agreement (i) conflicts with, or results in a
<br />violation or breach of the terms, conditions or provisions of, or constitutes a default under, the charter documents of
<br />Panda, or any agreement, contract, indenture or other instrument under which Panda or its assets are bound, nor (ii)
<br />violates or conflicts with any applicable law, rule, ordinance or regulation or any judgment, decree, order, writ,
<br />injunction or award applicable to Panda. There is no pending legislation and no legal actions, arbitration proceedings,
<br />administrative proceedings or investigations instituted or threatened or adversely affecting, or that could adversely affect,
<br />(i) the legality, validity and enforceability of this Agreement against Panda, (ii) the performance by Panda of its
<br />obligations under this Agreement or (iii) the condition (fmancial or otherwise), business or operations of Panda, nor
<br />does Panda know of any basis for any such action, proceeding or investigation.
<br />
<br />ARTICLE X
<br />TERM AND TERMINATION
<br />
<br />Section 10.01. Term. Unless sooner terminated or extended pursuant to the terms hereof, this
<br />Agreement shall be effective immediately upon its execution and shall continue in effect for an initial period ending
<br />on the date that is fifteen (I5) years after the Commercial Operations Date (the "Initial Term"). Panda shall have the
<br />option, exercisable by written notice at least three (3) months prior to expiration of the Initial Term or any extension
<br />thereof, to extend the term of this Agreement for up to ten (10) successive five (5) year terms.
<br />
<br />Section 10.02. Early Termination. After satisfaction of the conditions precedent set forth in Article II,
<br />hereof, Panda may elect early termination of this Agreement, prior to completion of the construction of the Pipeline,
<br />or the Water Supply Facilities, as the case may be, by written notice delivered to the City and by payment to the City
<br />of an amount equal to the expenditures of the City to date in regard to the Pipeline, or the Water Supply Facilities in
<br />relation to this Agreement, as the case may be.
<br />
<br />ARTICLE XI
<br />REMEDIES
<br />
<br />Section 11.01. Events of Default. The occurrence of anyone of the following shall constitute an Event of
<br />Default under this Agreement:
<br />
<br />(a) the failure of either Party to perform any material covenant, condition or obligation under
<br />this Agreement, which failure continues for thirty (30) days after receipt of written notice
<br />
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