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shareholder agreements, buy/sell agreements and voting trusts

shareholder agreements, buy/sell agreements and voting trusts

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EXHIBIT 8.3STOCK PLEDGE AND PURCHASE MONEY SECURITY AGREEMENTDate:______________________I. PARTIES, COLLATERAL AND OBLIGATIONSFOR VALUE RECEIVED, <strong>and</strong> for the purpose of enabling ___________________ hereinafter called"Debtor"), whose address is _________________, to obtain credit accommodations from________________, (hereinafter called "Secured Party"), whose address is _____________, Debtorhereby grants to Secured Party a security interest in the following property:All of Debtor's present <strong>and</strong> after acquired interests in <strong>and</strong> to ____________shares ofcommon stock, par value $.01 per share (the "Shares") of The Corporation of Texas, aTexas corporation (the "Corporation"), <strong>and</strong> any <strong>and</strong> all additions, accessions <strong>and</strong>substitutions therefor, together with all proceeds, monies, income <strong>and</strong> benefitsattributable or accruing to said property, which Debtor is or may hereafter becomeentitled to receive on account of said property, including, but not by way of limitation, allinterest, premium, redemption proceeds <strong>and</strong> all dividends <strong>and</strong> other distributions on orwith respect to such Shares, whether payable in cash, stock or other property <strong>and</strong> allsubscription <strong>and</strong> other rights (all of such foregoing property collectively called the"Collateral").Immediately upon the execution of this Stock Pledge <strong>and</strong> Purchase Money Security Agreement(hereinafter referred to as this "Security Agreement") by or on behalf of Debtor, Debtor will deliver orcause to be delivered to Secured Party the instruments, securities <strong>and</strong> documents (if any) subject to thisSecurity Agreement with stock powers endorsed in blank; furthermore, if any money or monies,certificates of deposit, savings or passbook accounts, bank balances, instruments, securities, documents,chattel paper, letters of credit or advices of credit are, at any time or times, included in the Collateral,whether as proceeds or otherwise, upon dem<strong>and</strong> therefor by Secured Party made after default, Debtor willpromptly deliver the same to Secured Party. The pledge <strong>and</strong> security interest granted herein secures theprompt <strong>and</strong> full payment <strong>and</strong> performance of all of the following indebtedness, liabilities <strong>and</strong> obligationsof Debtor to Secured Party (hereinafter collectively called the "Obligations"), whether joint or several,direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, <strong>and</strong> allrenewals, extensions, increases, modifications, rearrangements, amendments <strong>and</strong>/or supplements of theObligations, <strong>and</strong> any of the same. Such Obligations shall consist of the indebtedness evidenced by thatcertain Promissory Note of even date herewith by Debtor to Secured Party in the original principalamount of ($__________ ) (the "Note"), <strong>and</strong> including all costs <strong>and</strong> expenses <strong>and</strong> attorneys' fees <strong>and</strong> legalexpenses payable by Secured Party in connection herewith or therewith, all in accordance with the termsof the Note <strong>and</strong> this Security Agreement. Unless otherwise agreed, all of the Obligations shall be payableat the address of Secured Party set forth above.II.WARRANTIES AND COVENANTS OF OWNERDebtor hereby warrants, covenants <strong>and</strong> agrees that:(1) Except for the security interest granted hereby, Debtor is the owner <strong>and</strong> holder of all theShares free from any adverse claim, security interest, encumbrance, lien, charge or any other right, title orinterest of any Person other than Secured Party; Debtor has full power <strong>and</strong> lawful authority to <strong>sell</strong>,A-33Shareholder Agreements

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