be the forum appropriate for such action or proceeding against Borrower, to which jurisdiction Guarantor irrevocably submits and to which venue Guarantor waives to the fullest extent permitted by
law any defense asserting an inconvenient forum in connection therewith. It is provided, however, that if Guarantor owns property in another state, notwithstanding that the forum for enforcement action is elsewhere, Administrative Agent may commence
a collection proceeding in any state in which Guarantor owns property for the purpose of enforcing provisional remedies against such property. Service of process by Administrative Agent in connection with such action or proceeding shall be binding
on Guarantor if sent to Guarantor by registered or certified mail at its address specified below.
26. California Judicial
Reference. If any action or proceeding is filed in a court of the State of Guaranty by or against any party hereto in connection with any of the transactions contemplated by this 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 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Paragraph 24, Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.
27. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF,
UNLESS SUCH COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED
BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
Existing Guaranty Superseded. This Guaranty supersedes that certain Continuing and Unconditional Guaranty dated October 15, 2007, executed by Guarantor for the benefit of Bank of America, N.A., and any obligations outstanding thereunder
shall be deemed to be outstanding under this Guaranty and shall be subject to and governed by the terms and conditions hereof.]
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Form of Guaranty