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pocket costs and expenses incurred by Lessees and any other Originator Indemnified Party in connection with the negotiation,
preparation, execution and delivery of any amendment of or consent or waiver under this Agreement (whether or not consummated),
or the enforcement of, or any actual or reasonably claimed breach of, this Agreement, including reasonable and documented
accountants’, auditors’, consultants’ and attorneys’ fees and expenses to any of such Persons and the fees and charges of any
nationally recognized statistical rating agency or any independent accountants, auditors, consultants or other agents incurred in
connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement in
connection with any of the foregoing.
SECTION 7.7 Execution in Counterparts; Integration . This Agreement may be executed in any number of counterparts
and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same Agreement. Executed counterparts may be delivered electronically.
This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written understandings.
SECTION 7.8 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT
WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).
SECTION 7.9 Waiver of Jury Trial . EACH ORIGINATOR AND EACH LESSEE HEREBY EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT OR
DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT A JURY.
SECTION 7.10 Consent to Jurisdiction; Waiver of Immunities . EACH ORIGINATOR AND EACH LESSEE HEREBY
ACKNOWLEDGES AND AGREES THAT:
(a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL
COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT,
IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN
SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE
FULLEST EXTENT IT
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