DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.
SECTION 21. Forum Selection and Consent to Jurisdiction. ANY CLAIM OR LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF THE AGENT, ANY OTHER FINANCE PARTY OR THE GRANTOR MAY BE BROUGHT
AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF
NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK. THE GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH CLAIM OR LITIGATION AS
SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH CLAIM OR LITIGATION. THE GRANTOR FURTHER
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK. THE GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH CLAIM OR LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE
GRANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR
TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, THE GRANTOR HEREBY, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
9
SECTION 22. Waiver of Certain Claims. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE PARTIES HERETO SHALL NOT ASSERT, AND HEREBY WAIVE, ANY CLAIM AGAINST ANY
FINANCE PARTY OR ANY OTHER PARTY HERETO ON ANY THEORY OF LIABILITY FOR SPECIAL,
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL
DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT
OR ANY INSTRUMENT CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
GULFMARK REDERI AS
By
Name:
Title:
[Signature Page to Collateral Assignment Agreement (GulfMark Rederi AS - DNB
Bank ASA)]
EXHIBIT A
CONSENT AND AGREEMENT
The undersigned hereby acknowledges notice of, and consents to the terms and
provisions of, that certain Assignment and Security Agreement, dated as of May
18, 2017 (the "Agreement", the terms defined therein and not otherwise defined
herein being used herein as therein defined), made by GULFMARK REDERI AS, a
company organized under the laws of Norway with a principal place of business at