PARENT PLEDGE AGREEMENTParent Pledge Agreement • August 16th, 2004 • Ascendant Solutions Inc • Services-business services, nec • California
This PARENT PLEDGE AGREEMENT (this “Agreement”) is dated as of May 1, 2004 and entered into by and between ASCENDANT SOLUTIONS, INC., a Delaware corporation (“Pledgor”), and KEVIN J. HAYES (“Hayes”), as administrative agent for and representative of (in such capacity herein called “Secured Party”) the Noteholders (as hereinafter defined).
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 16th, 2004 • Ascendant Solutions Inc • Services-business services, nec • California
This SUBSIDIARY GUARANTY (this “Guaranty”) is entered into as of May 1, 2004 by CRESA PARTNERS OF ORANGE COUNTY, LP, a Delaware limited partnership (“Guarantor”), in favor of and for the benefit of KEVIN J. HAYES, as administrative agent for and representative of (in such capacity herein called “Guaranteed Party”) the noteholders (“Noteholders”) of those certain promissory notes in an aggregate principal amount of up to $6,900,000, by ASDS Orange County, Inc., a Delaware corporation and the successor corporation of the merger of Orange County Acquisition Corp. and CRESA Partners of Orange County, Inc. (“Company”), in favor of Noteholders (said Notes, as they may hereafter be amended, supplemented or otherwise modified from time to time, being the “Notes”; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) and in favor of and for the benefit of the other Beneficiaries (as defined below). Guaranteed Party and Noteholders are sometimes
PARENT GUARANTYParent Guaranty • August 16th, 2004 • Ascendant Solutions Inc • Services-business services, nec • California
This PARENT GUARANTY (this “Guaranty”) is entered into as of May 1, 2004 by ASCENDANT SOLUTIONS, INC., a Delaware corporation (“Parent”), in favor of and for the benefit of KEVIN J. HAYES, as administrative agent for and representative of (in such capacity herein called “Guaranteed Party”) the noteholders (“Noteholders”) of those certain promissory notes in an aggregate principal amount of up to $6,900,000, by ASDS Orange County, Inc., a Delaware corporation and the successor corporation of the merger of Orange County Acquisition Corp. and CRESA Partners of Orange County, Inc. (“Company”), in favor of Noteholders (said Notes, as they may hereafter be amended, supplemented or otherwise modified from time to time, being the “Notes”; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) and in favor of and for the benefit of the other Beneficiaries (as defined below). Guaranteed Party and Noteholders are sometimes referred to herein as “B
