Common use of California Judicial Reference Clause in Contracts

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section 1281.8 shall be heard and determined by the court; and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If Subject to the Governing Law Agreement, if any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Agreement10.04, the Guarantors (including the undersigned), jointly and severally, Governing Law Agreement shall be solely responsible to pay govern payment of all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Guarantor Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision; provided, provided that that, at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors (including the undersigned), jointly and severally, Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State state of California california by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty guaranty or any other Loan Documentloan document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code california code of Civil Procedure § civil procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedyProvisional Remedy” as defined in California Code california code of Civil Procedure section civil procedure Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Agreementcredit agreement, the Guarantors (including the undersigned), jointly and severally, guarantors shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Guarantor Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision; provided, provided that that, at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section 1281.8 shall be heard and determined by the court; and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.. CHAR1\1908273v4

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Guarantor Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors (including the undersigned), jointly and severally, Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the Form of Subsidiary Guaranty generality of Section 10.04 of the Credit Term Loan Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.. Form of Subsidiary Guaranty

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this SupplementAgreement, the Guaranty Security Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors Grantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty Security Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors Grantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State state of California california by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty guaranty or any other Loan Documentloan document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code california code of Civil Procedure § civil procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedyProvisional Remedy” as defined in California Code california code of Civil Procedure section civil procedure Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Agreementcredit agreement, the Guarantors (including the undersigned), jointly and severally, guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Term Loan Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.. Form of Subsidiary Guaranty 49684497.9

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 et seq. to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit AgreementSections 11.2 and 11.12, the Guarantors (including the undersigned), jointly and severally, Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Term Loan Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.. Form of Subsidiary Guaranty

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Supplement, the Guaranty or any other Loan Guarantor Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure § Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of Lawlaw) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure section Section 1281.8 shall be heard and determined by the court; , and (b) without limiting the generality of Section 10.04 of the Credit Agreement, the Guarantors (including the undersigned), jointly and severally, shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.