Common use of California Judicial Reference Clause in Contracts

California Judicial Reference. If any action or proceeding is filed (other than by an Indemnitee) in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this 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 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Section 11.04, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding; provided, that the Borrower shall not be responsible for or required to pay any such fees or expenses to the extent that any such action or proceeding arises or results from, or in connection with, the gross negligence or willful misconduct of any Indemnitee or any claim brought by the Borrower or any Loan Party against an Indemnitee for breach in bad faith by such Indemnitee of such Indemnitee's obligations hereunder or under any other Loan Document.

California Judicial Reference. If any action or proceeding is filed (other than by an Indemnitee) in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this 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 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Section 11.04, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding; provided, that the Borrower shall not be responsible for or required to pay any such fees or expenses to the extent that any such action or proceeding arises or results from, or in connection with, the gross negligence or willful misconduct of any Indemnitee or any claim brought by the Borrower or any Loan Party or Subsidiary against an Indemnitee for breach in bad faith by such Indemnitee of such Indemnitee's ’s obligations hereunder or under any other Loan Document.