The parties irrevocably agree that any legal proceeding in respect of this Agreement may be brought in the courts of the State of New York sitting in the Borough of Manhattan or the United States District Court of the Southern District of New York sitting in the Borough of Manhattan (collectively, the “ Specified Courts ”).  The parties hereby irrevocably submit to the nonexclusive jurisdiction of the state and federal courts of the State of New York.  The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any Specified Court, and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  The parties further irrevocably consent to the service of process out of any of the Specified Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to any party at its address as provided in this Agreement or as otherwise provided by applicable law.  Nothing herein shall affect the right of any party to commence proceedings or otherwise proceed against any other party in any jurisdiction or to serve process in any other manner permitted by applicable law.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. BAFC hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 11.17 any special, exemplary, punitive or consequential damages.