Form 9-10

Consent and Agreement

Basic Information

Date:

Secured Party:

Secured Party’s Mailing Address:

Debtor:

Company:

Company’s Mailing Address:

Company is a [[general/limited] partnership/limited liability company] organized under the laws of the state of [Texas/[state]].

A. Background

Debtor and Secured Party are entering into a security agreement covering Debtor’s interest in the Company.

The [partnership agreement/regulations/limited liability company agreement] of the Company (the “Company Agreement”) contains terms restricting assignment of interests in the Company by its [partners/members] and conditioning effectiveness of any such assign­ment on the consent of the [general partner/managing general partner/general partner and a majority in interest of the limited partners/partners/manager/managing member/majority in interest of the members/members] of the Company. The undersigned and the Company are the persons whose consent must be obtained under the terms of the Company Agreement.

B. Agreement

The Company and the undersigned severally agree for the benefit of Secured Party as follows:

B.1.The Company and each of the undersigned consent to the creation, attachment, and perfection of a security interest in Debtor’s interest in the Company and other collateral under Debtor’s security agreement with Secured Party.

B.2.The Company agrees that if Secured Party delivers to the Company a notice stating that a default exists under Debtor’s security agreement with Secured Party and direct­ing the Company to deliver to Secured Party any profits, income, distributions (whether in money, specific property of the Company, or other assets), withdrawal, liquidation, and redemption proceeds, and any other proceeds payable to Debtor from time to time in respect of Debtor’s interest in the Company, the Company will comply with that directive. The Com­pany is not required to inquire as to or determine the validity of the factual matters in any such notice or the genuineness of any such notice. The undersigned consent to the Company’s com­pliance with any such notice.

B.3.The undersigned consent to Secured Party’s exercise of any of its rights and remedies under Debtor’s security agreement with Secured Party, including the right to exer­cise any voting, consensual, or other management rights of Debtor and the right to sell or oth­erwise dispose of any of the collateral granted by Debtor under Debtor’s security agreement with Secured Party. The undersigned agree that on Secured Party’s exercise of any of its rights and remedies under Debtor’s security agreement with Secured Party, any acquirer (whether by foreclosure or otherwise) of the [partnership/membership] interest of Debtor will become, without further consent by any of the undersigned, a substitute [partner/member] of the Com­pany under the Company Agreement and the Company’s other organizational documents, entitled to exercise any of the rights and remedies of Debtor thereunder; provided that such acquirer will not be liable for obligations of Debtor to contribute capital to the Company that arose before the acquirer’s acquisition of Debtor’s [partnership/membership] interest.

COMPANY:

   
[Name of company]

By:       

   
[Name and capacity]

   
[Name and capacity]