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84 s IV. Consideration Improvements 4.1 The OWNER agrees and covenants that it will diligently and faithfully, in a good and workmanlike manner, pursue the completion of the IMPROVEMENTS. As a good and valuable consideration of this AGREEMENT, OWNER further covenants and agrees that all construction of the IMPROVEMENTS will be in accordance with all applicable state and local laws, codes and regulations or will procure a valid waiver thereof. In further consideration, OWNER shall thereafter, from the date a Certificate of Occupancy is issued until the expiration of this AGREEMENT, continuously operate and maintain the PROPERTY as a baked goods manufacturing plant. V. Consideration Jobs 5.1 Not later than June 20, 2001, OWNER will create at least twenty (20) new, permanent jobs at the Paris Plant for work to be performed substantially either (a) at the site of the IMPROVEMENTS, or (b) in support of operations performed by others at the site of the IMPROVEMENTS. Such jobs to be filled with priority being given to promote among equally qualified job applicants the hiring of employees first from within the Enterprise Zone, second from within the corporate limits of the City of Paris, and third from within the County of Lamar, State of Texas, subject to the laws and regulations of the United States of America and the State of Texas and subject to any labor contracts currently in effect and any successive contracts or past practices. 5.2 OWNER agrees that, during that portion of the term of the AGREEMENT occurring subsequent to January 1, 2008, it will not reduce below twenty (20) the number of such new, permanent jobs so created. VI. Default 6.1 In the event that (a) the IMPROVEMENTS for which an abatement has been granted are not completed in accordance with this AGREEMENT or the expenditure for the IMPROVEMENTS does not meet the amount required herein; or (b) the jobs required herein are not created and maintained in accordance with this AGREEMENT; or (c) OWNER allows its ad valorem taxes owed the CITY to become delinquent and fails to timely and properly follow the legal procedures for protest or contest of any such ad valorem taxes; or (d) OWNER materially breaches any of the other terms and conditions of this AGREEMENT, then this AGREEMENT shall be in default. In the event the OWNER defaults in its performance of either (a), (b), (c), or (d) above, then the CITY shall give the OWNER written notice of such default and if the OWNER TAX ABATEMENT AGREEMENT - Page 3