(A) any objection which it
may have at any time to the laying of venue of any Action brought in any such
court, (B) any claim that such Action has been brought in an inconvenient forum
and (C) the right to object, with respect to such Action, that such court does
not have any jurisdiction over such Party. The foregoing consent to 82
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jurisdiction shall not constitute general consent to service of process in the
State of New York for any purpose except as provided above and shall not be
deemed to confer rights on any Person other than the respective Parties to this
Agreement. Each of Seller, Logistics and Purchaser irrevocably agrees that
service of any process, summons, notice or document by United States registered
mail to such Party's address set forth in Section 13.9 shall be effective
service of process for Action in New York with respect to any matters for which
it has submitted to jurisdiction pursuant to this Section 13.6. (b) WITHOUT
LIMITING THE TERMS OF SECTION 13.6(A), IF NOTWITHSTANDING THOSE TERMS ANY
ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OF ANY KIND OR
DESCRIPTION, WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE, IS BROUGHT OR MAINTAINED AGAINST ANY PARTY, ANY FINANCING SOURCE OR
ANY FINANCING RELATED PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY DISPUTE ARISING OUT
OF OR RELATING IN ANY WAY TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF, THE
PARTIES HERETO AGREE THAT IT MAY NOT BE BROUGHT OR MAINTAINED IN ANY FORUM OTHER
THAN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN, OR, IF THAT
COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN,
IN EACH CASE, THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND EACH OF THE
PARTIES HERETO KNOWINGLY, VOLUNTARILY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF EACH SUCH COURT IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE TO VENUE OR TO CONVENIENCE OF FORUM. (c)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE, WHETHER
IN CONTRACT, TORT, OR OTHERWISE, RELATING TO THIS AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT OR THE TRANSACTION IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES (INCLUDING ANY LEGAL ACTION ARISING OUT OF OR RELATING IN ANY
WAY TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF AGAINST ANY FINANCING
SOURCE OR ANY FINANCING RELATED PARTY), AND THEREFORE IT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT, THE FACTS AND CIRCUMSTANCES LEADING TO THE
EXECUTION OR PERFORMANCE HEREOF AND THEREOF, OR THE TRANSACTION. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, ATTORNEY OR OTHER AGENT
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT