04-B C-Tech Incentive Agmt - Laserfiche WebLink

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owned by the Company in Paris, Texas. In addition, to secure the Guaranty, Michael Meshbesher shall execute and deliver to the Company (i) a Security Agreement covering all of the stock of the Company owned by him, together with a stock power, endorsed in blank, to which is attached the stock certificate or certificates evidencing his stock ownership in the Company, to be held by PEDC until the Note is paid by the Company for the purpose of perfecting PEDC's security interest in the stock, and (ii) another Security Agreement to PEDC, as secured party, covering as collateral all of Michael Meshbesher's non-exempt personal and real property, wherever located (including a mortgage or deed of trust to cover all real estate). All Security Agreements shall create in PEDC valid and enforceable security interests under the Uniform Commercial Code as adopted in the State of Texas or in any state whose law governs with respect to the collateral included therein. Financing statements will be filed in the appropriate governmental offices, as applicable, to further perfect PEDC's security interest granted under the Security Agreements. All liens and security interests granted to PEDC by the Company and by Michael Meshbesher shall be first and superior to other creditors, if possible; but if not they will be second or subordinate to any existing, preferential or prior liens or security interests only to the extent that those existing, preferential or prior liens or security interests are properly created and perfected under applicable laws. 6. Deed of Trust (with Security Agreement and Assignment of Rents and Leases): The Company will execute and deliver to PEDC a Deed of Trust (with Security Agreement and Assignment of Rents and Leases) describing the real property in the Industrial Park conveyed by PEDC to the Company, together with all improvements and fixtures situated thereon. The Deed of Trust shall provide that it shall be a default under the terms of the loan documents described in this Section C if the Company shall fail to pay the Note or to perform any of its covenants or obligations under this Agreement, the Loan Agreement or under the other loan documents. In addition, it shall be a default under the Note, the Deed of Trust and the Security Agreements described above if any of the representations or warranties made by the Company to PEDC in this Agreement shall prove to have been or become untrue. 7. Events of Default and Remedies: Events of Default under this Agreement and all other loan documents described in this Section C, are: The Company shall: a. Fail to employ the minimum number of employees specified herein to be employed during the times required (see Section B2 above); b. Fail to maintain its Business in Paris, Texas throughout the Term of this Agreement; c. Fail to pay the Note as and when due; 10