TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT NOT OTHERWISE, EACH OF PURCHASER AND SELLER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT. In the event of any dispute arising out of or relating to this Agreement, such dispute shall be resolved by submission to binding arbitration in Los Angeles County, California, before a retired judge or justice under the auspices of ADR SERVICES, INC. (“ ADR ”). If the parties are unable to agree on an arbitrator, the arbitrator will be determined pursuant to ADR’S normal procedures then in effect. In any such arbitration, the parties shall be entitled to take discovery in accordance with the provisions of the California Code of Civil Procedure. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce any provision of this Agreement, with the exception of a fee arbitration or mediation under Business and Professions Code Sections 6200-6206, will be awarded reasonable attorneys’ fees and costs incurred in that action, arbitration, or proceeding, or in the enforcement of any judgment or award rendered. THE ARBITRATION SHALL BE BINDING WITH NO RIGHT OF APPEAL. BY INITIALING BELOW, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING BINDING ARBITRATION PROVISION AND AGREE TO BE BOUND THEREBY.