2003-102-RES APPROVE INCENTIVE AGREEMENT BETWEEN PEDC AND C-TECH

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corporation. In this process of receiving a Certificate of Authority to transact business in Texas, the Company shall have designated with the Secretary of State of Texas, a registered office and a registered agent in Texas to receive service of process. 2. The Company warrants and represents that it has the authority to enter into and to perform this Agreement and the loan documents described herein, and that it has the intention and the goals of creating the new jobs in Paris, Texas, as described above. 3. The Company has received at this time, or by the date that it commences business in Paris, Texas, will have obtained all necessary rights, licenses, leases, permits and other evidences of authority to conduct and carry on its business in the State of Texas in accordance with the representations which it has made to PEDC herein. 4. The Company is aware there are statutory limitations upon PEDC in making the Loan to the Company and in committing to convey the real property to the Company, and it is also aware there are use required by law to be made by the Company of the funds loaned to it hereunder pursuant to the provisions of Article 5190.6 of the Texas Revised Civil Statutes annotated, and the Company agrees the funds provided by PEDC hereunder shall be used only in furtherance of a Project as defined in Section 2(11 )(A) of the Development Corporation Act of 1979, Tex. Civ. Stat. Art. 5190.6, as amended. The Company further acknowledges and agrees that the funds loaned to it hereunder by PEDC shall be utilized solely for the purposes authorized under the Texas Statute just cited and the terms of this Agreement. If an audit should ever determine that the funds were not utilized by the Company for these purposes, such determination shall constitute a default under the loan documents described herein, thereby entitling PEDC to exercise all of its remedies under the Deed of Trust and the Security Agreements to realize upon the collateral therein described, if the indebtedness owing on the Note is not immediately paid in full. In this regard, it is agreed by the Company that it will provide to PEDC within thirty (30) days after request from PEDC, all periodic or annual financial statements that PEDC shall require to confIrm the uses of funds by the Company and to verify the terms and provisions of this Agreement. 5. The Company represents that it is not involved in any bankruptcy proceedings at this time, and that it has not filed a petition in bankruptcy, nor are any such proceedings contemplated by the Company at this time. If the Company shall become the subject of voluntary or involuntary bankruptcy proceedings during the term of the Loan, the same shall constitute an event of default under the Deed of Trust and all of the Security Agreements. In such event, 12