MAKE A SIMILAR DEMAND ON OR OTHERWISE PURSUE
SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST ANY OTHER GRANTOR OR ANY OTHER
PERSON OR AGAINST ANY COLLATERAL SECURITY OR GUARANTY FOR THE SECURED
OBLIGATIONS OR ANY RIGHT OF OFFSET WITH RESPECT THERETO, AND ANY FAILURE BY THE
ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE ANY SUCH DEMAND, TO PURSUE SUCH OTHER
RIGHTS OR REMEDIES OR TO COLLECT ANY PAYMENTS FROM ANY OTHER GRANTOR OR ANY
OTHER PERSON OR TO REALIZE UPON ANY SUCH COLLATERAL SECURITY OR GUARANTY OR TO
EXERCISE ANY SUCH RIGHT OF OFFSET, OR ANY RELEASE OF ANY OTHER GRANTOR OR ANY
OTHER PERSON OR ANY SUCH COLLATERAL SECURITY, GUARANTY OR RIGHT OF OFFSET, SHALL
NOT RELIEVE ANY GRANTOR OF ANY OBLIGATION OR LIABILITY HEREUNDER, AND SHALL NOT
IMPAIR OR AFFECT THE RIGHTS AND REMEDIES, WHETHER EXPRESS, IMPLIED OR AVAILABLE
AS A MATTER OF LAW, OF THE ADMINISTRATIVE AGENT OR ANY LENDER AGAINST ANY
GRANTOR.
FOR THE PURPOSES HEREOF "DEMAND" SHALL INCLUDE THE COMMENCEMENT AND
CONTINUANCE OF ANY LEGAL PROCEEDINGS.
8.17
REINSTATEMENT.
THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST
GRANTOR OR ANY ISSUER FOR LIQUIDATION OR REORGANIZATION, SHOULD GRANTOR OR ANY
ISSUER BECOME INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR
SHOULD A RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF
GRANTOR'S OR AND ISSUER'S ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE OR BE
REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE
SECURED OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW,
RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR RETURNED BY ANY
OBLIGEE OF THE SECURED OBLIGATIONS, WHETHER AS A "VOIDABLE PREFERENCE",
"FRAUDULENT CONVEYANCE", OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE
HAD NOT BEEN MADE.
IN THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS
RESCINDED, REDUCED, RESTORED OR RETURNED, THE SECURED OBLIGATIONS SHALL BE
REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED,
REDUCED, RESTORED OR RETURNED.
[signature page follows]
14
Each of the undersigned has caused this Guaranty and Pledge Agreement to be duly
executed and delivered as of the date first above written.
LECG, LLC
By:
/s/ JOHN C. BURKE
Title:
Chief Financial Officer
LECG CORPORATION
By:
/s/ JOHN C. BURKE
Title:
Chief Financial Officer
LECG CANADA HOLDING, INC.
By:
/s/ JOHN C. BURKE
Title:
Chief Financial Officer
SILICON VALLEY EXPERT WITNESS GROUP, INC.
By:
/s/ JOHN C. BURKE
Title:
Chief Financial Officer
LASALLE BANK NATIONAL ASSOCIATION,
as Agent
By:
/s/ PATRICK J. O'TOOLE
Title:
First Vice President
SCHEDULE 1
PLEDGED NOTES
Grantor (owner of Record
of such Pledged Notes)
Issuer
Pledged Notes
Description
None.
ANNEX I
FORM OF JOINDER TO GUARANTY AND PLEDGE AGREEMENT
This JOINDER AGREEMENT (this "Agreement") dated as of [______] is executed by
the undersigned for the benefit of LaSalle Bank National Association, as the