Common use of REFERENCE PROVISION Clause in Contracts

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERS, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties elect to proceed under this Reference Provision with respect to each Credit Enhancement Document. (b) With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”) between the Parties arising out of or relating to a Credit Enhancement Document will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in question, venue for the reference proceeding will be in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”). (c) The matters that shall not be subject to a reference are the following: (i) non-judicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits the right of any Party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party to a reference pursuant to this Exhibit A. (d) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties do not agree within ten (10) days of a written request to do so by any Party, then, upon request of any Party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §170.6, each Party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (e) The Parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (f) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no Party shall be entitled to “priority” in conducting discovery, depositions may be taken by either Party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the Parties shall be submitted to the referee whose decision shall be final and binding. (g) Except as expressly set forth in this Exhibit A, the referee shall determine the manner in which the reference proceeding is conducted, including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the Parties will equally share the cost of the referee and the court reporter at trial. (h) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that disposes of all claims of the Parties that are the subject of the reference. Pursuant to CCP §644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (i) If the enabling legislation that provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERSIn the event the Jury Trial Waiver set forth above is not enforceable, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties the parties elect to proceed under this Judicial Reference Provision with respect to each Credit Enhancement DocumentProvision. (ba) With the exception of the items specified in clause (c), b) below, any controversy, dispute or claim (each, a “"Claim”") between the Parties parties arising out of or relating to a Credit Enhancement Document this Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section Sections 638 et seq. of the California Code of Civil Procedure (“"CCP”"), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionthis Agreement, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “"Court”"). (cb) The matters that shall not be subject to a reference are the following: (i) non-judicial nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This reference provision does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.reference provision as provided herein. (dc) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §§ 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (ed) The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (fe) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Party’s party's failure to provide requested discovery for any reason whatsoever. Unless otherwise orderedordered based upon good cause shown, no Party party shall be entitled to “"priority” " in conducting discovery, depositions may be taken by either Party party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose decision shall be final and binding. (gf) Except as expressly set forth in this Exhibit Aherein, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s 's power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (hg) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trialcourt proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. Pursuant to CCP §§ 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (ih) If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justicejustice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (ji) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR ITS, HIS OR HER OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERSIn the event the Jury Trial Waiver set forth above is not enforceable, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties the parties elect to proceed under this Judicial Reference Provision with respect to each Credit Enhancement DocumentProvision. (ba) With the exception of the items specified in clause (c), b) below, any controversy, dispute or claim (each, a “"Claim”") between the Parties parties arising out of or relating to a Credit Enhancement this Agreement or any other Loan Document will be resolved by a reference proceeding in California in accordance with the provisions of Section Sections 638 et seq. of the California Code of Civil Procedure (“"CCP”"), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionLoan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “"Court”"). (cb) The matters that shall not be subject to a reference are the following: (i) non-judicial nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This reference provision does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.reference provision as provided herein. (dc) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) 10 days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §§ 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (ed) The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) 15 days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) 120 days after the date of the conference and (iii) report a statement of decision within twenty (20) 20 days after the matter has been submitted for decision. (fe) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Party’s party's failure to provide requested discovery for any reason whatsoever. Unless otherwise orderedordered based upon good cause shown, no Party party shall be entitled to “"priority” " in conducting discovery, depositions may be taken by either Party party upon seven (7) 7 days written notice, and all other discovery shall be responded to within fifteen (15) 15 days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose decision shall be final and binding. (gf) Except as expressly set forth in this Exhibit Aherein, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s 's power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (hg) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trialcourt proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. Pursuant to CCP §§ 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (ih) If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justicejustice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (ji) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR ITS, HIS OR HER OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERS, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties In the event the jury trial waiver set forth in Section 11 of the Loan and Security Agreement is not enforceable, the parties elect to proceed under this Reference Provision with respect to each Credit Enhancement Documentjudicial reference provision. (b) With the exception of the items specified in clause subsection (c), ) below, any controversy, dispute or claim (each, a “Claim”) between the Parties parties arising out of or relating to a Credit Enhancement Document this Third Loan and Security Modification Agreement, the Loan and Security Agreement, or any other document, instrument or agreement existing or hereinafter entered into by the undersigned parties (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Section Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionLoan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”). (c) The matters that shall not be subject to a reference are the following: (i) non-judicial nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This reference provision does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.reference provision as provided herein. (d) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §§ 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (e) The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (f) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Partyparty’s failure to provide requested discovery for any reason whatsoever. Unless otherwise orderedordered based upon good cause shown, no Party party shall be entitled to “priority” in conducting discovery, depositions may be taken by either Party party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose decision shall be final and binding. (g) Except as expressly set forth in this Exhibit Aherein, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (h) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trialcourt proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. Pursuant to CCP §§ 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (i) If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justicejustice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR ITS, HIS OR HER OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS THIRD LOAN AND SECURITY MODIFICATION AGREEMENT OR THE OTHER LOAN DOCUMENTS.

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERSIn the event that the Jury Trial Waiver provision contained in the Section 11.17 is not enforceable, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties the parties elect to proceed under this Judicial Reference Provision with respect to each Credit Enhancement Documentprovision. (ba) With the exception of the items specified in clause (cb), below, any controversy, dispute or claim (each, a “Claim”) between the Parties parties arising out of or relating to a Credit Enhancement Document the Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionAgreement, venue for the reference proceeding will be in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”). (cb) The matters that shall not be subject to a reference are the following: ; (i) non-judicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This Agreement does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.Agreement. (dc) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §§ 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (ed) The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (ia) set the matter for a status and trial-setting conference within fifteen (15) 15 days after the date of selection of the referee, (iib) if practicable, try all issues of law or fact within one hundred twenty (120) 120 days after the date of the conference and (iiic) report a statement of decision within twenty (20) 20 days after the matter has been submitted for decision. (fe) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Partyparty’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no Party party shall be entitled to “priority” in conducting discovery, depositions may be taken by either Party party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) 15 days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose decision shall be final and binding. (gf) Except as expressly set forth in this Exhibit AAgreement, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (hg) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. , Pursuant to CCP §§ 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (ih) If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (ji) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM WHICH ARISES OUT OF OR IS RELATED TO THE AGREEMENT.

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERS, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties In the event the jury trial waiver set forth in Section 11 of the Loan and Security Agreement is not enforceable, the parties elect to proceed under this Reference Provision with respect to each Credit Enhancement Documentjudicial reference provision. (b) With the exception of the items specified in clause subsection (c), ) below, any controversy, dispute or claim (each, a “Claim”) between the Parties parties arising out of or relating to a Credit Enhancement Document this Second Loan and Security Modification Agreement, the Loan and Security Agreement, or any other document, instrument or agreement existing or hereinafter entered into by the undersigned parties (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Section Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionLoan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”). (c) The matters that shall not be subject to a reference are the following: (i) non-judicial nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This reference provision does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.reference provision as provided herein. (d) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §§ 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (e) The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (f) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Partyparty’s failure to provide requested discovery for any reason whatsoever. Unless otherwise orderedordered based upon good cause shown, no Party party shall be entitled to “priority” in conducting discovery, depositions may be taken by either Party party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose decision shall be final and binding. (g) Except as expressly set forth in this Exhibit Aherein, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (h) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trialcourt proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. Pursuant to CCP §§ 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (i) If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justicejustice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR ITS, HIS OR HER OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS SECOND LOAN AND SECURITY MODIFICATION AGREEMENT OR THE OTHER LOAN DOCUMENTS.

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERS12.1 In the event the Jury Trial Waiver set forth above is not enforceable, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties the parties elect to proceed under this Judicial Reference Provision with respect to each Credit Enhancement DocumentProvision. (b) 12.2 With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “"Claim”") between the Parties parties arising out of or relating to a Credit Enhancement Document this Loan and Security Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the "Comerica Documents"), will be resolved by a reference proceeding in California in accordance with the provisions of Section Sections 638 et seq. of the California Code of Civil Procedure (“"CCP”"), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionComerica Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “"Court”"). (c) 12.3 The matters that shall not be subject to a reference are the following: (i) non-judicial nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This reference provision does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.reference provision as provided herein. (d) 12.4 The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §Section 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (e) 12.5 The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (f) 12.6 The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Party’s party's failure to provide requested discovery for any reason whatsoever. Unless otherwise orderedordered based upon good cause shown, no Party party shall be entitled to “"priority” " in conducting discovery, depositions may be taken by either Party party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose whoso decision shall be final and binding. (g) 12.7 Except as expressly set forth in this Exhibit Aherein, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s 's power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (h) 12.8 The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trialcourt proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. Pursuant to CCP §Section 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, judgment which new trial, if granted, is also to be a reference proceeding under this provision. (i) 12.9 If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justicejustice, in accordance with the California Arbitration Act §Section 1280 through §Section 1294.2 of the The CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (j) 12.10 THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR ITS, HIS OR HER OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS LOAN AND SECURITY AGREEMENT OR THE OTHER COMERICA DOCUMENTS." 9. A new Section 14 is added to the Agreement to read in its entirety as follows:

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERS, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties In the event the jury trial waiver set forth in Section 11 of the Loan and Security Agreement is not enforceable, the parties elect to proceed under this Reference Provision with respect to each Credit Enhancement Documentjudicial reference provision. (b) With the exception of the items specified in clause subsection (c), ) below, any controversy, dispute or claim (each, a “Claim”) between the Parties parties arising out of or relating to a Credit Enhancement Document this Loan and Security Modification Agreement, the Loan and Security Agreement, or any other document, instrument or agreement existing or hereinafter entered into by the undersigned parties (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Section Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionLoan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”). (c) The matters that shall not be subject to a reference are the following: (i) non-judicial nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This reference provision does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.reference provision as provided herein. (d) The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §§ 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (e) The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (f) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Partyparty’s failure to provide requested discovery for any reason whatsoever. Unless otherwise orderedordered based upon good cause shown, no Party party shall be entitled to “priority” in conducting discovery, depositions may be taken by either Party party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose decision shall be final and binding. (g) Except as expressly set forth in this Exhibit Aherein, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (h) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trialcourt proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. Pursuant to CCP §§ 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (i) If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justicejustice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR ITS, HIS OR HER OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS LOAN AND SECURITY MODIFICATION AGREEMENT OR THE OTHER LOAN DOCUMENTS.

REFERENCE PROVISION. The provisions of Exhibit A attached hereto are hereby incorporated herein. WESTREC CAPITAL PARTNERSIn the event the Jury Trial Waiver set forth above is not enforceable, LLC THE FASHION HOUSE HOLDINGS, INC. By: By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ THE FASHION HOUSE, INC. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer (a) The Parties the parties elect to proceed under this Judicial Reference Provision with respect to each Credit Enhancement DocumentProvision. (b) a. With the exception of the items specified in clause (c), b) below, any controversy, dispute or claim (each, a “"Claim”") between the Parties parties arising out of or relating to a Credit Enhancement this Agreement or any other Loan Document will be resolved by a reference proceeding in California in accordance with the provisions of Section Sections 638 et seq. of the California Code of Civil Procedure (“"CCP”"), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Credit Enhancement Document in questionLoan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “"Court”"). (c) b. The matters that shall not be subject to a reference are the following: (i) non-judicial nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-self- help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). Nothing in this Exhibit A limits This reference provision does not limit the right of any Party party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any Party party to a reference pursuant to this Exhibit A.reference provision as provided herein. (d) c. The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the Parties parties do not agree within ten (10) days of a written request to do so by any Partyparty, then, upon request of any Partyparty, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP §§ 170.6, each Party party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative). (e) d. The Parties parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (f) e. The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a Party’s party's failure to provide requested discovery for any reason whatsoever. Unless otherwise orderedordered based upon good cause shown, no Party party shall be entitled to “"priority” " in conducting discovery, depositions may be taken by either Party party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the Parties parties shall be submitted to the referee whose decision shall be final and binding. (g) f. Except as expressly set forth in this Exhibit Aherein, the referee shall determine the manner in which the reference proceeding is conducted, conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any Party party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The Party party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s 's power to award costs to the prevailing party, the Parties parties will equally share the cost of the referee and the court reporter at trial. (h) g. The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trialcourt proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding that which disposes of all claims of the Parties parties that are the subject of the reference. Pursuant to CCP §§ 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The Parties parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The Parties parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (i) h. If the enabling legislation that which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the Parties parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justicejustice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (j) i. THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR ITS, HIS OR HER OWN CHOICE, EACHEACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.