(a)  Each party irrevocably agrees that any legal action, suit or proceeding against it arising out of or in connection with this Agreement (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the state of New York or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York County, and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding.  The parties hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in such court.  The parties agree not to commence any action arising out of or relating to this Agreement in a forum other than the forum described in this Section 6.9(a).