Dated 5 September 2022 NAVIOS MARITIME PARTNERS L.P. as Borrower and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and HAMBURG COMMERCIAL BANK AG as Agent, Mandated Lead Arranger and Security Trustee LOAN AGREEMENT relating to a...

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Schedules

Schedule 1 Lenders and Commitments

Schedule 2 Drawdown Notice

Schedule 3 Condition Precedent Documents

Part A

Part B

Schedule 4 Transfer Certificate

Schedule 5 Power of Attorney

Schedule 6 Details of Ships and other definitions

Schedule 7 Form of Compliance Certificate

Schedule 8 Reference Rate Terms

Schedule 9 Daily Non-Cumulative Compounded RFR Rate

Schedule 10 Cumulative Compounded RFR Rate

NAVIOS MARITIME PARTNERS L.P., a limited partnership formed and existing under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, as Borrower;

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders and Commitments), as Lenders;

HAMBURG COMMERCIAL BANK AG acting through its office at ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, as Agent;

HAMBURG COMMERCIAL BANK AG acting through its office at ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, as Mandated Lead Arranger; and

HAMBURG COMMERCIAL BANK AG acting through its office at ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, as Security Trustee.

INTEPRETATION

Definitions

in respect of a Ship, the Initial Approved Manager set out in Schedule 6 (Details of Ships and other definitions);

in respect of Ship H, Ship J, Ship L and Ship R, each of Synergy Marine Pte. Ltd., Synergy Maritime Private Limited and Synergy Maritime Recruitment Services Private Limited as sub-managers of Ship H, Ship J, Ship L and Ship R; or

in respect of a Ship, any other company which is a subsidiary or affiliate of Navios Shipmanagement Inc. or of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any other company or sub-manager which the Agent (acting on the instructions of the Majority Lenders) may approve from time to time as commercial and/or technical manager or sub-manager of that Ship;

30 September 2022 (or such later date as the Agent may, with the authorisation of the Majority ▇▇▇▇▇▇▇, agree with the Borrower); or

if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated;

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

in relation to the United Kingdom, the UK Bail-In Legislation;

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement—Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”;

any date for payment or purchase of dollars; or

the determination of the first day or the last day of an Interest Period or otherwise in relation to the determination of the length of or rate for an Interest Period,

an Owner, a change in:

the beneficial ownership of any of the shares in that Owner; or

the legal ownership of any of those shares; or

the Borrower, a change which results in ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ either directly or indirectly (through entities owned and controlled by her or trusts or foundations of which she is the beneficiary) and/or Navios Maritime Holdings Inc. or any of their affiliates being the ultimate beneficial owner of, or having ultimate control of the voting rights attaching to:

less than 5 per cent. of all the units (including for the avoidance of doubt both general partner units and common units) in the Borrower; or

less than 100 per cent. of all the issued shares in the general partner of the Borrower, which is currently Olympos Maritime Ltd;

is agreed in writing by the Borrower and the Agent (in its own capacity) and the Agent (acting on the instructions of the Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Borrower and each Creditor Party;

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

except to the extent that they fall within paragraph (b);

all freight, hire and passage moneys;

compensation payable to that Owner or the Security Trustee in the event of requisition of its Ship for hire;

remuneration for salvage and towage services;

demurrage and detention moneys;

damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship; and

all moneys which are at any time payable under any Insurances in respect of loss of hire; and

if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (vi) of paragraph (a) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship;

any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,

any release of Environmentally Sensitive Material from that Ship; or

any incident in which Environmentally Sensitive Material is released from a vessel other than that Ship and which involves a collision between that Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which that Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or that Ship and/or the Owner which is the owner thereof and/or any operator or manager of that Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

any other incident in which Environmentally Sensitive Material is released otherwise than from that Ship and in connection with which that Ship is actually or potentially liable to be arrested and/or where the Owner which is the owner thereof and/or any operator or manager of that Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action;

a loan agreement dated 11 May 2021 (as amended and supplemented from time to time) and made among, inter alios, (i) Owner A to Owner N as joint and several borrowers, (ii) the banks and financial institutions listed in schedule 1 therein as lenders, (iii) Hamburg Commercial Bank AG as agent, (iv) Hamburg Commercial Bank AG as mandated lead arranger and (v) Hamburg Commercial Bank AG as security trustee; and

a loan agreement dated 14 December 2021 (as amended and supplemented from time to time) and made among, inter alios, (i) Owner O to Owner S as joint and several borrowers, (ii) the banks and financial institutions listed in schedule 1 therein as lenders, (iii) Hamburg Commercial Bank AG as agent, (iv) Hamburg Commercial Bank AG as mandated lead arranger and (v) Hamburg Commercial Bank AG as security trustee;

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

this Agreement;

the Agency and Trust Deed;

the Account Pledges;

the Collateral Guarantees;

the Mortgages;

the General Assignments;

any Charterparty Assignments;

the Approved Manager’s Undertakings;

any Reference Rate Supplement;

any Compounding Methodology Supplement; and

any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower, an Owner, an Approved Manager or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders under this Agreement or any of the other documents referred to in this definition and, in the singular, means any of them;

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

under any loan stock, bond, note or other security issued by the debtor;

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

under a financial lease, a deferred purchase consideration arrangement (in each case, other than in respect of assets or services obtained on normal commercial terms in the ordinary course of business) or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

under any foreign exchange transaction, any interest or currency swap, exchange or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

under receivables sold or discounted (other than any receivables to the extent that they are sold on a non-recourse basis); or

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within (a) to (f) if the references to the debtor referred to the other person;

all policies and contracts of insurance (including, without limitation, any loss of hire insurance) and any reinsurance, policies or contracts, including entries of that Ship in any protection and indemnity or war risks association, effected in respect of that Ship, its Earnings or otherwise in relation to it whether before, on or after the date of this Agreement; and

all rights (including, without limitation, any and all rights or claims which the Owner owning that Ship may have under or in connection with any cut-through clause relative to any reinsurance contract relating to the aforesaid policies or contracts of insurance) and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement;

EBITDA; to

Interest Expenses less interest income;

before the Advance is made, Lenders whose Commitments total 66 ^2/3 per cent. of the Total Commitments; and

after the Advance is made, ▇▇▇▇▇▇▇ whose Contributions total 66 ^2/3 per cent. of the Loan;

the Total Debt less cash (which shall have the meaning given thereto under the US GAAP); to

the Market Value Adjusted Total Assets less cash (which shall have the meaning given thereto under the US GAAP);

the business, property, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and/or any Security Party taken as a whole;

the ability of the Borrower, an Approved Manager and/or any Security Party to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document as they fall due; or

the validity, legality or enforceability of any Finance Document;

Security Interests created by the Finance Documents;

at any time prior to or on the Drawdown Date, any Existing Security Interest;

liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;

liens for salvage;

liens arising by operation of law for not more than one month’s prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;

liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Owner in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to paragraph (d) of Clause 14.13 (Restrictions on chartering, appointment of managers etc.);

any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while an Owner is actively prosecuting or defending such proceedings or arbitration in good faith; and

Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made.

any Finance Document;

any policy or contract of insurance contemplated by or referred to in Clause 13 (Insurance)or any other provision of this Agreement or another Finance Document;

any other document contemplated by or referred to in any Finance Document; and

any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraphs (a) or (c);

England and Wales;

the country under the laws of which the company is incorporated or formed;

a country in which the company has the centre of its main interests or which the company’s central management and control is or has recently been exercised;

a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;

a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and

a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as a main or territorial or ancillary proceedings, or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c);

is agreed in writing by the Borrower and the Agent (in its own capacity) and the Agent (acting on the instructions of the Lenders);

specifies the relevant terms which are expressed in this Agreement to be determined by reference to the Reference Rate Terms; and

has been made available to the Borrower and each Creditor Party;

formally designated, nominated or recommended as the replacement for the RFR by:

the administrator of the RFR (provided that the market or economic reality that such reference rate measures is the same as that measured by the RFR); or

any Relevant Nominating Body,

in the reasonable opinion of the Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to the RFR; or

in the reasonable opinion of the Lenders and the Borrower, an appropriate successor or alternative to the RFR;

listed on, or owned or controlled by a person listed on any Sanctions List;

located in, organised under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions (any such country or territory, a “Sanctioned Country”); or

otherwise a subject of Sanctions.

the methodology, formula or other means of determining the RFR has, in the opinion of the Lenders and the Borrower, materially changed;

the administrator of the RFR or its supervisor publicly announces that such administrator is insolvent; or

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the RFR is insolvent,

the administrator of the RFR publicly announces that it has ceased or will cease, to provide the RFR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the RFR;

the supervisor of the administrator of the RFR publicly announces that the RFR has been or will be permanently or indefinitely discontinued; or

the administrator of the RFR or its supervisor publicly announces that the RFR may no longer be used; or

the administrator of the RFR (or the administrator of an interest rate which is a constituent element of the RFR) determines that the RFR should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lenders) temporary; or

the RFR is calculated in accordance with any such policy or arrangement for a period which is no less than 10 Additional Business Days; or

in the opinion of the Lenders and the Borrower, the RFR is otherwise no longer appropriate for the purposes of calculating interest under this Agreement;

the Security Council of the United Nations;

the United States;

the United Kingdom;

the European Union;

any member state of the European Union in each case if applicable to any Party of this Agreement, a Ship or any Security Party;

any country to which any Security Party or the Borrower or any affiliate of any of them is bound; or

the governments and official institutions or agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (“HMT”),

a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind; and

the rights of a plaintiff under an action in rem;

all amounts which have become due for payment by the Borrower, an Approved Manager or any Security Party under the Finance Documents have been paid;

no amount is owing or has accrued (without yet having become due for payment) under any Finance Document;

neither the Borrower, an Approved Manager nor any Security Party has any future or contingent liability under Clauses 20 (Fees and Expenses), 21 (Indemnities) or 22 (No Set-Off or Tax Deduction) or any other provision of this Agreement or another Finance Document; and

the Agent, the Mandated Lead Arranger, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower, an Approved Manager or a Security Party or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;

actual, constructive, compromised, agreed or arranged total loss of that Ship;

any expropriation, confiscation, requisition or acquisition of that Ship, whether for full or part consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority unless it is within one month from the date of such occurrence redelivered to the full control of the Owner owning that Ship excluding a requisition for hire a fixed period not exceeding 90 days without any right to an extension;

any condemnation of that Ship by any tribunal or by any person or person claiming to be a tribunal; and

any arrest, capture, seizure, confiscation or detention of that Ship (including any hijacking or theft) unless it is within the Relevant Period redelivered to the full control of the Owner owning that Ship;

in the case of any arrest, capture, seizure, confiscation or detention of a Ship (including any hijacking or theft), other than piracy, within 90 days; and

in the case of piracy, if the relevant underwriters confirm to the Agent in writing prior to the end of the 90-day period referred to in (i) above that the relevant Ship is subject to an approved piracy insurance cover, the earlier of 270 days after the date on which that Ship is captured by pirates and the date on which the piracy insurance cover expires;

in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;

in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of:

30 days after the date on which a notice of abandonment is given to the insurers; and

the date of any compromise, arrangement or agreement made by or on behalf of the Owner owning that Ship with that Ship’s insurers in which the insurers agree to treat the Ship as a total loss; and

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred;

the Borrower if it is resident for tax purposes in the US; or

the Borrower or a Security Party some or all whose payments under the Finance Documents are from sources within the US for US federal income tax purposes;

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

in relation to any other applicable Bail-In Legislation other than the UK Bail In Legislation:

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation; and

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.

Construction of certain terms

a reference to:

a Lender’s “cost of funds” in relation to its participation in the Advance or any part of the Advance is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Advance or the relevant part of the Advance for a period equal in length to the Interest Period of the Advance or the relevant part of the Advance;

a reference to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

a reference to a “Central Bank Rate” shall include any successor rate to, or replacement rate for, that rate;

any Reference Rate Supplement overrides anything in:

Schedule 8 (Reference Rate Terms); or

any earlier Reference Rate Supplement; and

a Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 9 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 10 (Cumulative Compounded RFR Rate), as the case may be; or

any earlier Compounding Methodology Supplement.

Meaning of “month”

other than where paragraph (b) below applies:

(subject to sub-paragraph (ii) and (iii) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; and

in relation to an Interest Period for the Advance or any part of the Advance (or any other period for the accrual of commission or fees) for which there are rules specified as “Business Day Conventions” in the Reference Rate Terms, those rules shall apply.

Meaning of “subsidiary”

General Interpretation

references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;

references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;

words denoting the singular number shall include the plural and vice versa;

in relation to each Creditor Party that is incorporated in Germany or otherwise notifies the Agent that it has become subject to the regulation below (each a “Restricted Lender”), each Clause referring to Sanctions and/or Restricted Party shall only apply for the benefit of that Restricted Lender to the extent that the relevant sanctions provisions would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Aubenwirtschaftsverordnung) (in connection with section 2 paragraph 15 trade law (AWG) (Aubenwirtschaftsgesetz)) or a similar anti-boycott statute (the “Mandatory Restrictions”). In connection with any determination or direction relating to any part of a Clause of which a Restricted Lender does not have the benefit due to a Mandatory Restriction, and any consequential determinations to be made or actions to be taken as a result of the initial determination or action relating to any part of that Clause, for so long as they remain subject to a Mandatory Restriction, the commitments of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made; and

Clauses 1.1 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention appears.

Headings

FACILITY

Amount of facility

Lenders’ participations in the Advance

Purpose of the Advance

POSITION OF THE LENDERS

Interests several

Individual right of action

Proceedings requiring Majority Lender consent

Obligations several

the obligations of the other Lenders being increased; nor

the Borrower, an Approved Manager, any Security Party or any other Lender being discharged (in whole or in part) from its obligations under any Finance Document;

DRAWDOWN

Request for the Advance

Availability

the Drawdown Date has to be a Business Day during the Availability Period;

the Advance shall be borrowed on the Drawdown Date;

any undrawn portion of the Total Commitments in respect of the Advance, upon the determination of the aggregate Initial Market Value of the Ships, shall be automatically cancelled as at the Drawdown Date; and

the aggregate amount of the Advance shall not exceed the Total Commitments.

Notification to Lenders of receipt of a Drawdown Notice

the amount of the Advance and the Drawdown Date;

the amount of that ▇▇▇▇▇▇’s participation in the Advance; and

the duration of the first Interest Period in respect of the Advance.

Drawdown Notice irrevocable

Lenders to make available Contributions

Disbursement of the Advance

to the account which the Borrower specifies in the Drawdown Notice; and

in like funds as the Agent received the payments from the Lenders.

INTEREST

Payment of normal interest

Normal rate of interest

The rate of interest on the Advance or any part of the Advance for any day during an Interest Period is the percentage rate per annum which is the aggregate of:

the Margin; and

the Compounded Reference Rate for that day.

If any day during an Interest Period for the Advance or any part of the Advance is not a RFR Banking Day, the rate of interest on the Advance or any part of the Advance for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Payment of accrued interest

Notifications

The Agent shall no later than 3 Business Days upon an Interest Payment being determinable notify:

the Borrower of that Interest Payment;

each Lender of the proportion of that Interest Payment which relates to that ▇▇▇▇▇▇’s participation in the Advance or the relevant part of the Advance;

each Lender and the Borrower of each applicable rate of interest relating to the determination of that Interest Payment; and

each Lender and the Borrower of, to the extent it is then determinable, the Market Disruption Rate (if any) relating to the Advance or the relevant part of the Advance.

The Agent shall promptly notify the Borrower of each rate of interest notified pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.7 (Cost of funds) relating to the Advance or any part of the Advance.

The Agent shall promptly notify each Lender and the Borrower of the determination of a rate of interest relating to the Advance or any part of the Advance to which Clause 5.7 (Cost of funds) applies.

This Clause 5.4 (Notifications) shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

No Interest Period for the Advance or any part of the Advance shall be longer than three Months.

Interest calculation if no RFR or Central Bank Rate

there is no RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for the Advance or any part of the Advance; and

“Cost of funds will apply as a fallback” is specified in the Reference Rate Terms,

Market disruption

a Market Disruption Rate is specified in the Reference Rate Terms; and

before the Reporting Time for the Loan, the Agent receives notifications from a Lender or Lenders (whose Contributions exceed 30 per cent. of the Loan) that its cost of funds relating to its participation in the Loan would be in excess of that Market Disruption Rate,

Cost of funds

If this Clause 5.7 (Cost of funds) applies to the Loan or any part of the Loan for an Interest Period, Clause 5.2 (Normal rate of interest) shall not apply to the Loan or the relevant part of the Loan for that Interest Period and the rate of interest on the Loan or the relevant part of the Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event by the Reporting Time,

If this Clause 5.7 (Cost of funds) applies and the Agent or the Borrower so require, the Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

Subject to Clause 27.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

If paragraph (e) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

If this Clause 5.7 (Cost of funds) applies pursuant to Clause 5.6 (Market disruption) and:

a Lender’s rate notified pursuant to sub-paragraph (ii) of paragraph (a) above is less than the relevant Cumulative Compounded RFR Rate; or

a Lender does not notify a rate to the Agent by the time specified in sub-paragraph (ii) of paragraph (a) above,

If this Clause 5.7 (Cost of funds) applies, the Agent shall, as soon as practicable, notify the Borrower.

Notice of prepayment

Prepayment; termination of Commitments

on the date on which the Agent serves that notice, the Total Commitments or (as the case may require) the Commitment of the relevant Lender shall be cancelled; and

on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the Loan or, as the case may be, the relevant Lender’s Contribution, together with accrued interest thereon at the applicable rate plus the Margin.

Application of prepayment

INTEREST PERIODS

Commencement of Interest Periods

Duration of normal Interest Periods

3 months; or

such other period (as proposed by the Borrower to the Agent not later than 11:00 a.m. (Hamburg time) 5 Business Days before the commencement of the Interest Period in respect of the Loan) as the Agent may, with the authorisation of the Majority Lenders, agree with the Borrower (failing which the Interest Period shall be three months).

Duration of Interest Periods for Instalments

Non-availability of matching deposits for Interest Period selected

DEFAULT INTEREST

Payment of default interest on overdue amounts

the date on which the Finance Documents provide that such amount is due for payment; or

if a Finance Document provides that such amount is payable on demand, the date on which the demand is served; or

if such amount has become immediately due and payable under Clause 19.4 (Acceleration of Loan) the date on which it became immediately due and payable.

Default rate of interest

in the case of an overdue amount of principal, the rate set out at paragraph (a) of Clause 7.3 (Calculation of default rate of interest); or

in the case of any other overdue amount, the rate set out at paragraph (b) of Clause 7.3 (Calculation of default rate of interest).

Calculation of default rate of interest

the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period applicable to it);

the aggregate of the Margin plus, in respect of successive Interest Periods of any duration (including at call) up to three months which the Agent may select from time to time, a rate from time to time determined by the Agent by reference to each Lender’s “cost of funds” (as such term is referred to in paragraph (b) of Clause 1.2 (Construction of certain terms)).

Notification of Interest Periods and default rates

Payment of accrued default interest

Compounding of default interest

REPAYMENT AND PREPAYMENT

Amount of Instalments

11 consecutive instalments, of which the first three shall each be in the amount of $10,000,000 and the following eight shall each be in the amount of $7,570,000 (each an “Instalment” and, together, the “Instalments”); and

together with the last Instalment, a balloon instalment in the amount of $119,440,000 (the “Balloon Instalment”),

Repayment Dates

Final Repayment Date

Voluntary prepayment

Conditions for voluntary prepayment

the Agent has received from the Borrower at least 3 Business Days’ prior irrevocable written notice (each, a “Prepayment Notice”) specifying the amount to be prepaid, the date on which the prepayment is to be made and against which advance the Prepayment needs to be applied;

the Borrower has provided evidence satisfactory to the Agent that any consent required by any Owner or any Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects any Owner or any Security Party has been complied with;

the Borrower is in compliance with Clause 8.10 (Amounts payable on prepayment) on or prior to the date of prepayment; and

in respect of the Loan a partial prepayment shall be $500,000 or a higher integral multiple thereof (or such other amount acceptable to the Agent in its sole discretion).

Optional facility cancellation

Cancellation Notice or Prepayment Notice

Mandatory prepayment

if a Ship is sold, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or

if a Ship becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.

an amount equal to the Relevant Fraction of the Loan on the date on which (i) the relevant Ship is sold or (ii) the relevant Ship becomes a Total Loss; or

if the relevant Ship is the last Ship subject to a Mortgage, the whole of the Loan.

Effect of Prepayment Notice and Cancellation Notice

in the case of a Prepayment Notice, the amount specified in that Prepayment Notice shall become due and payable by the Borrower on the date for prepayment specified in that Prepayment Notice; and

in the case of a Cancellation Notice, the amount cancelled shall be permanently cancelled and may not be borrowed.

Amounts payable on prepayment

Application of partial prepayment or cancellation

if made pursuant to Clauses 5.8 (Notice of prepayment), 8.8 (Mandatory prepayment), 15.2 (Prepayment; provision of additional security), 19.2 (Actions following an Event of Default), 23.3 (Prepayment; termination of Commitment) or 24.6 (Prepayment; termination of Commitment), pro rata against the relevant Instalments and the Balloon Instalment; and

if made pursuant to Clause 8.4 (Voluntary prepayment) in order of maturity of the relevant Instalments and the Balloon Instalment.

No reborrowing

CONDITIONS PRECEDENT

Documents, fees and no default

that, on or before the date of this Agreement, the Agent receives the documents described in Part A of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; and

that, on the Drawdown Date, the Agent receives:

the documents and conditions described in Part B of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers;

any fee payable pursuant to Clause 20.1 (Fees); and

payment of any expenses payable pursuant to Clause 20.2 (Costs of negotiation, preparation etc.) which are due and payable on the Drawdown Date;

that both at the date of the Drawdown Notice and at the Drawdown Date:

no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance;

the representations and warranties in Clause 10 (Representations and Warranties) and those of the Borrower, an Approved Manager or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;

none of the circumstances contemplated by ▇▇▇▇▇▇ 5.6 (Market disruption) has occurred and is continuing; and

there has been no Material Adverse Change; and

that, if the Security Cover Ratio were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan respectively under that Clause; and

that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by notice to the Borrower prior to the Drawdown Date.

Waiver of conditions precedent

REPRESENTATIONS AND WARRANTIES

General

Status

Share capital and ownership

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ either directly or indirectly (through entities owned and controlled by her or trusts or foundations of which she is the beneficiary) and/or Navios Maritime Holdings Inc. or any of its affiliates are the ultimate beneficial owners of, and have the ultimate control of the voting rights attaching to at least 5 per cent. of all units as the case may be in the Borrower.

Each of Owner A, Owner B, Owner C and Owner D is authorised to issue 50,000 registered shares with a par value of $1.00 per share, all of which have been issued in registered form and are fully paid and non-assessable and are held, free of any Security Interest or other claim, by Shareholder ▇.

Each of Owner E, Owner G and Owner N is authorised to issue 500 registered and/or bearer shares without par value, all of which have been issued in registered form and are fully paid and non-assessable and are held, free of any Security Interest or other claim, by Shareholder ▇.

Each of Owner F, Owner H, Owner I, Owner J, Owner K and Owner L, is authorised to issue 500 registered shares with a par value of $1.00 per share, all of which shares have been issued in registered form and are fully paid and non-assessable and are held, free of any Security Interest or other claim, by Shareholder A.

Owner M is authorised to issue 500 registered shares without par value, all of which have been issued in registered form and are fully paid and non-assessable and are held, free of any Security Interest or other claim, by Shareholder A.

Owner Q is authorised to issue 4,835,003 registered shares with no par value, all of which have been issued in registered form and are held, free of any Security Interest or other claim, by Shareholder B.

Each of Owner O and Owner P is authorised to issue 500 registered shares without par value, all of which will be issued in registered form and fully paid and non-assessable and held, free of any Security Interest or other claim on the Drawdown Date, by Shareholder ▇.

Each of Owner R and Owner S is authorised to issue 500 registered shares with a par value of $1.00 per share, all of which will have been issued in registered form and be fully paid and non-assessable and held, free of any Security Interest or other claim on the Drawdown Date, by Shareholder ▇.

Limited Partnership/Corporate power

in the case of each Owner, to execute the Underlying Documents to which it is a party and to maintain the relevant Ship in its ownership under the applicable Approved Flag;

to execute the Finance Documents to which it is a party; and

in the case of the Borrower, to borrow under this Agreement and, in the case of the Borrower and/or each Owner to make all the payments contemplated by, and to comply with, those Finance Documents to which it is a party.

Consents in force

Legal validity; effective Security Interests

constitute the Borrower’s or that Owner’s legal, valid and binding obligations enforceable against the Borrower or that Owner in accordance with their respective terms (having the requisite corporate benefit which is legally and economically sufficient); and

create legal, valid and binding Security Interests (having the priority specified in the relevant Finance Document) enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate,

No third party Security Interests

the Borrower, or as the case may be, each other Security Party will have the right to create all the Security Interests which that Finance Document purports to create; and

no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

No conflicts

will not involve or lead to a contravention of:

any law or regulation; or

the constitutional documents of the Borrower, an Approved Manager or other Security Party (as the case may be); or

any contractual or other obligation or restriction which is binding on the Borrower, an Approved Manager or other Security Party (as the case may be) or any of its assets, and

will not have a Material Adverse Effect; and

is for the corporate benefit of the Borrower, an Approved Manager and/or each other Security Party.

No withholding taxes

No default

Information

No litigation

Validity and completeness of Underlying Documents

each of the copies of that Underlying Document delivered to the Agent before the date of this Agreement is a true and complete copy; and

no amendments or additions to that Underlying Document have been agreed nor has any party which is the party to that Underlying Document, waived any of their respective rights thereunder.

Compliance with certain undertakings

Taxes paid

ISM Code and ISPS Code compliance

No Money laundering

The Borrower:

will not, and will procure that no Approved Manager nor a Security Party, to the extent applicable, will, in connection with this Agreement or any of the other Finance Documents, contravene or permit any subsidiary to contravene, any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive 2015/849/EC of the European Parliament and of the Council of the European Communities) and comparable United States Federal and state laws. The Borrower shall further submit any documents and declarations on request, if such documents or declarations are required by any Creditor Party to comply with its domestic money laundering and/or legal identification requirements; and

confirms that it is the beneficiary within the meaning of the German Anti Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz)), acting for its own account and not for or on behalf of any other person for each part of the Loan made or to be made available to it under this Agreement (that is to say, it acts for its own account and not for or on behalf of anyone else).

The Borrower will promptly inform the Agent by written notice, if it is not or ceases to be the beneficiary and will provide in writing the name and address of the beneficiary.

The Agent shall promptly notify the Lenders of any written notice it receives under this Clause 10.17 (No Money laundering).

No immunity

Choice of law

Pari passu ranking

Sanctions

Neither the Borrower, nor any Security Party, nor any member of the Group or any of their respective directors or officers or, to the Borrower’s or the relevant Security Party’s or the relevant member of the Group’s knowledge (after due and careful inquiry), any of the Borrower’s or such Security Party’s or such member of the Group’s employees, affiliates, agents or representatives:

is a Restricted Party;

has been engaged in any transaction, activity or conduct that could reasonably be expected to result in its becoming a Restricted Party;

has or intends to have any business operations or other dealings:

in any Sanctioned Country which may result in a violation of any Sanctions applicable to it;

with any Specially Designated National (SDN) on OFAC’s SDN list or with a designated person targeted by asset freeze sanctions imposed by the UN, EU, Switzerland or HMT or owned or controlled by any such SDN or designated person; or

involving commodities or services of a Sanctioned Country origin or shipped to, through, or from a Sanctioned Country, or on Sanctioned Country owned or registered vessels or aircraft, or finance or subsidise any of the foregoing exceeding 5 per cent. aggregated in comparison to the Borrower’s or each Owner’s total assets or revenues;

has received notice of, or is otherwise aware of, any claim, action, suit, proceedings or investigation involving it with respect to Sanctions; and/or

is acting on behalf of or at the direction of any Restricted Party.

Each member of the Group, has taken, to the extent applicable to it, reasonable measures to ensure compliance with any Sanctions and will not use any part of the proceeds from the Loan or any part of the Loan in a manner which may result in a violation of any Sanctions by any person.

The representations and warranties provided for in this Clause 10.21 (Sanctions) are only given by, and/or (as applicable) shall only apply to, any member of the Group which is a German Relevant Person (as defined in Clause 19.9 (Relevant Persons)) or any other member of the Group bound by any applicable statutory anti-boycott law or regulation insofar as the giving of and compliance with such representations and warranties do not and will not result in a violation of or conflict with or liability under section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung, AWV) (in conjunction with section 4 and section 19 paragraph 3 no. 1 a) of the German Foreign Trade Act (Außenwirtschaftsgesetz, AWG)), any provision of Council Regulation (EC) 2271/96 or any similar applicable anti-boycott law or regulation.

In relation to a Restricted Lender, the representations and warranties provided for in this Clause 10.21 (Sanctions) shall only apply for the benefit of that Restricted Lender to the extent that such benefit and the exercise of any rights based on such representations and warranties will not result in a violation of or conflict with or liability under section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung, AWV) (in conjunction with section 4 and section 19 paragraph 3 no. 1 a) of the German Foreign Trade Act (Außenwirtschaftsgesetz, AWG)), any provision of Council Regulation (EC) 2271/96 or any similar applicable anti-boycott law or regulation. In connection with any amendment, waiver, determination or direction relating to any part of this Clause 10.21 (Sanctions) of which a Restricted Lender does not have the benefit, the commitments of that Restricted Lender will be disregarded for all purposes when determining whether the consent of the Majority Lenders or such other applicable quorum has been obtained or whether the determination or direction by the Majority Lenders or such other applicable quorum has been made.

Repetition

on the date of service of the Drawdown Notice;

on the Drawdown Date; and

with the exception of Clauses 10.9 (No withholding taxes) and 10.14 (Compliance with certain undertakings), on the first day of each Interest Period and on the date of any Compliance Certificate issued pursuant to Clause 11.21 (Compliance Certificate).

GENERAL UNDERTAKINGS

General

Title and negative pledge

procure that no Owner shall create or permit to arise any Security Interest in respect of any asset, property or revenue present or future, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests; and

not create or permit to arise any Security Interest (except for Permitted Security Interests) over any other asset, present or future of each of the Owners, other than Security Interests arising in the normal course of the Borrower’s business of acquiring, operating and (re)financing vessels.

No disposal of assets

all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or

any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation,

in the case of an Owner, paragraph (a) does not apply to any charter of a Ship or any sale of a Ship, subject to:

the Owner making the mandatory prepayment of the Relevant Amount pursuant to Clause 8.8 (Mandatory prepayment); and

no Event of Default having occurred, which is continuing at the relevant time; and

in the case of the Borrower, paragraphs (a) and (b) do not apply unless such transfer, lease or disposal constitutes or results in a Material Adverse Change.

No other liabilities or obligations to be incurred

liabilities and obligations under the Finance Documents and the Underlying Documents to which it is or, as the case may be, will be a party;

at any time prior to or on the Drawdown Date, the Existing Indebtedness;

liabilities or obligations reasonably incurred in the normal course of its business of trading, operating and chartering, maintaining and repairing the Ship owned by it; and

liabilities or obligations reasonably incurred in the normal course of its business of acquiring, operating and financing or refinancing vessels (and issuing relevant guarantees), acquiring shares in vessel owning companies (or their holding companies) and Financial Indebtedness from any type of lender or lessor for such acquisitions and all other matters incidental thereto.

Information provided to be accurate

Provision of financial statements

as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Borrower, the consolidated audited annual financial statements of the Borrower for that Financial Year (commencing with the financial statements for the Financial Year ended on 31 December 2022); and

as soon as possible, but in no event later than 90 days after the end of the 6-month period ending on 30 June in each Financial Year of the Borrower, the semi-annual consolidated unaudited financial statements of the Borrower, for that 6-month period (commencing with the financial statements for the 6-month period ended on 30 June 2023), duly certified as to their correctness by the Chief Financial Officer or other officer of the Borrower; and

promptly after each request by the Agent, such further financial or other information in respect of the Borrower, a Ship, the other Security Parties and the Group (including, without limitation, any information regarding any sale and purchase agreements, investment brochures, shipbuilding contracts, charter agreements and other contracts of employment having a duration of 12 months or longer and operational expenditures for the Ships) as may be requested by the Agent.

Form of financial statements

be prepared in accordance with all applicable laws and US GAAP and, in the case of any audited financial statements, be certified by an independent and reputable auditor having requisite experience selected and appointed by the Borrower;

fairly represent the financial condition of the Borrower and the Group at the date of those accounts and of their profit for the period to which those accounts relate; and

fully disclose or provide for all significant liabilities of the Borrower and the Group and each of its/their subsidiaries.

Shareholder and creditor notices

Consents

for the Borrower and that Owner to perform their respective obligations under any Finance Document and/or any Underlying Document to which each is, or as the case may be, will be a party;

for the validity or enforceability of any Finance Document and/or any Underlying Document to which each is, or as the case may be, will be a party; and

for that Owner to continue to own and operate the Ship owned by it,

Maintenance of Security Interests

at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

Notification of litigation

No amendment to Underlying Documents

Principal place of business

Confirmation of no default

states that no Event of Default or Potential Event of Default has occurred; or

states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.

Notification of default

the occurrence of an Event of Default or a Potential Event of Default; or

any matter which indicates that an Event of Default or a Potential Event of Default may have occurred, and will keep the Agent fully up-to-date with all developments.

Provision of further information

to the Borrower, that Owner and the Ship owned by it, the Earnings or the Insurances or any Ship; or

to any other matter relevant to, or to any provision of, a Finance Document,

Provision of copies and translation of documents

General and administrative costs

“Know your customer” checks

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or change in the internal policy of any Creditor Party made after the date of this Agreement;

any change in the composition of the shareholders of the Borrower or any Security Party after the date of this Agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

Minimum Liquidity

Compliance Certificate

The Borrower shall supply to the Agent, a Compliance Certificate together with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 11.6 (Provision of financial statements) (commencing with the financial statements of the Borrower for the Financial Year ended on 31 December 2022).

Each Compliance Certificate shall be duly signed by the chief financial officer of the Borrower, evidencing (inter alia) the Borrower’s compliance (or not, as the case may be) with the provisions of Clause 12.5 (Financial Covenants), Clause 11.20 (Minimum Liquidity) and Clause 15.1 (Minimum required security cover).

No Money laundering

The Borrower:

will not, and will procure that no Security Party, to the extent applicable, will, in connection with this Agreement or any of the other Finance Documents, contravene, or permit any subsidiary to contravene, any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive 2015/849/EC of the European Parliament and of the Council of the European Union of 20 May 2015) and any comparable US federal and state laws; and

shall further submit any documents and declarations on request, if such documents or declarations are required by any Creditor Party to comply with its domestic money laundering and/or legal identification requirements.

The Borrower:

shall confirm to the Agent that it is the beneficiary within the meaning of the German Anti Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz)), acting for its own account and not for or on behalf of any other person for each part of the Advance made or to be made available to it under this Agreement (that is to say, it acts for its own account and not for or on behalf of anyone else); and

will promptly inform the Agent by written notice, if it is not or ceases to be the beneficiary and will provide in writing the name and address of the beneficiary.

The Agent shall promptly notify the Lenders of any written notice it receives under sub-paragraph (ii) of paragraph (b) of Clause 11.22 (No Money laundering) above.

Sanctions

The Borrower undertakes that neither it nor its subsidiaries will, directly or indirectly,

engage in any activities in conflict with or in violation of any Sanctions and, in particular,

use the proceeds of the Loan or any part of the Loan to lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person that is a Restricted Party;

directly or indirectly fund all or part of any repayment or prepayment of the Loan with funds that are the property of, are beneficially owned directly or indirectly by, or are derived from any transaction with or action involving a Restricted Party; or

otherwise act in any manner with respect to such proceeds which would result in a violation by any person (including any Finance Party or any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions.

The undertakings provided for in this Clause 11.23 (Sanctions) are only given by, and/or (as applicable) shall only apply to, any member of the Group which is a German Relevant Person or any other member of the Group bound by any applicable statutory anti-boycott law or regulation insofar as the giving of and compliance with such undertakings do not and will not result in a violation of or conflict with or liability under section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung, AWV) (in conjunction with section 4 and section 19 paragraph 3 no. 1 a) of the German Foreign Trade Act (Außenwirtschaftsgesetz, AWG)), any provision of Council Regulation (EC) 2271/96 or any other applicable anti-boycott or similar applicable laws or regulation.

In relation to a Restricted Lender, the undertakings provided for in this Clause 11.23 (Sanctions) shall only apply for the benefit of that Restricted Lender to the extent that such benefit and the exercise of any rights based on such undertakings will not result in a violation of or conflict with or liability under section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung, AWV) (in conjunction with section 4 and section 19 paragraph 3 no. 1 a) of the German Foreign Trade Act (Außenwirtschaftsgesetz, AWG)), any provision of Council Regulation (EC) 2271/96 or any similar applicable anti-boycott law or regulation. In connection with any amendment, waiver, determination or direction relating to any part of this Clause 11.23 (Sanctions) of which a Restricted Lender does not have the benefit, the Commitments of that Restricted Lender will be disregarded for all purposes when determining whether the consent of the Majority Lenders (or such other applicable quorum) has been obtained or whether the determination or direction by the Majority Lenders (or such other applicable quorum) has been made.

CORPORATE UNDERTAKINGS

Maintenance of status

Negative undertakings

change the nature of its business or allow any Owner to change the nature of its business;

pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of its issued shares if an Event of Default has occurred and is continuing at the relevant time or an Event of Default will result from the payment of a dividend or the making of any other form of distribution;

allow the Owners to provide any form of credit or financial assistance to:

a person who is directly or indirectly interested in that Owner’s share or loan capital; or

any company in or with which such a person is directly or indirectly interested or connected,

allow the Owners to open or maintain any account with any bank or financial institution except accounts with the Agent, the Account Bank and the Security Trustee for the purposes of the Finance Documents;

change, or allow an Owner to change, its Financial Year;

allow the Owners to issue, allot or grant any person a right to any shares or repurchase or reduce its issued shares;

allow the Owners to acquire any shares or other securities other than short term debt obligations or Treasury bills issued by the US, the UK or a Participating Member State and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or

and procure that the Owners will not enter into any form of amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation, which in respect of the Borrower would result in the occurrence of an Event of Default as a result of such amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation.

Subordination

All rights which the Borrower at any time has against an Owner or its assets shall be fully subordinated to the rights of the Lenders under the Finance Documents; and in particular, the Borrower shall not during the Security Period:

claim, or in a bankruptcy of an Owner prove for, any amount payable to the Borrower by that Owner, whether in respect of this or any other transaction;

take or enforce any Security Interest for any such amount; or

claim to set-off any such amount against any amount payable by the Borrower to that Owner.

Borrower’s Subsidiaries

Financial Covenants

the Market Value Adjusted Leverage shall be no greater than 75 per cent.;

the Net Worth of the Group shall not be less than $135,000,000;

the Interest Cover shall be at least 2 to 1; and

the members of the Group will maintain Liquid Funds in an amount equal to at least the product of $500,000 and the total number of the Fleet Vessels at that time.

INSURANCE

General

Maintenance of obligatory insurances

fire and usual marine risks (including hull and machinery and excess risks);

war risks (including, without limitation, protection and indemnity war risks with a separate limit not less than hull value of the relevant Ship);

protection and indemnity risks (including, without limitation, protection and indemnity war risks in excess of the amount for war risks (hull) and oil pollution liability risks) in each case in the highest amount available in the international insurance market; and

any other risks the insurance of which the Security Trustee (acting on the instructions of the Majority Lenders), having regard to practices, recommendations and other circumstances prevailing at the relevant time, may from time to time require by notice to that Owner.

Terms of obligatory insurances

in Dollars;

in the case of fire and usual marine risks and war risks, on an agreed value basis in an amount equal to at least the higher of (i) an amount which is equal to 120 per cent. of the aggregate of (A) the Loan multiplied by a fraction whose: (1) nominator is the Market Value of the Ship owned by that Owner; and (2) denominator is the Market Value of all Mortgaged Ships and (B) the principal amount secured by any equal or prior ranking Security Interest on that Ship and (ii) the Market Value of that Ship;

in the case of oil pollution liability risks, for an amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry (with the International Group of Protection and Indemnity Clubs) and the international marine insurance market (currently $1,000,000,000 for any one accident or occurrence);

in relation to protection and indemnity risks in respect of the full value and tonnage of that Ship;

in relation to war risks insurance, extended to cover piracy and terrorism where excluded under the fire and usual marine risks insurance;

on approved terms and conditions;

such other risks of whatever nature and howsoever arising in respect of which insurance would be maintained by a prudent owner of a vessel similar to that Ship; and

through approved brokers and with approved insurance companies and/or underwriters which have a Standard & Poor’s rating of at least BBB- or a comparable rating by any other rating agency acceptable to the Security Trustee (acting on the instructions of the Majority Lenders) or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations which are members of the International Group of Protection and Indemnity Clubs.

Further protections for the Creditor Parties

it and any and all third parties who are named assured or co-assured under any obligatory insurance shall assign their interest in any and all obligatory insurances and other Insurances if so required by the Agent;

whenever the Security Trustee requires, the obligatory insurances name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation they may have under any applicable law against the Security Trustee but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

the interest of the Security Trustee as assignee and as loss payee shall be duly endorsed on all slips, cover notes, policies, certificates of entry or other instruments of insurance in respect of the obligatory insurances;

the obligatory insurances shall name the Security Trustee as sole loss payee with such directions for payment as the Security Trustee may specify;

the obligatory insurances shall provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set-off, counterclaim or deductions or condition whatsoever;

the obligatory insurances shall provide that the insurers shall waive, to the fullest extent permitted by English law, their entitlement (if any) (whether by statute, common law, equity, or otherwise) to be subrogated to the rights and remedies of the Security Trustee in respect of any rights or interests (secured or not) held by or available to the Security Trustee in respect of the Secured Liabilities, until the Secured Liabilities shall have been fully repaid and discharged, except that the insurers shall not be restricted by the terms of this paragraph (f) from making personal claims against persons (other than the Owners or any Creditor Party) in circumstances where the insurers have fully discharged their liabilities and obligations under the relevant obligatory insurances;

the obligatory insurances shall provide that the obligatory insurances shall be primary without right of contribution from other insurances effected by the Security Trustee or any other Creditor Party;

the obligatory insurances shall provide that the Security Trustee may make proof of loss if that Owner fails to do so; and

the obligatory insurances shall provide that if any obligatory insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Security Trustee, or if any obligatory insurance is allowed to lapse for non-payment of premium, such cancellation, charge or lapse shall only be effective against the Security Trustee 14 days (or 7 days in the case of war risks) after receipt by the Security Trustee of prior written notice from the insurers of such cancellation, change or lapse.

Renewal of obligatory insurances

at least 14 days before the expiry of any obligatory insurance effected by it:

notifies the Security Trustee of the brokers, underwriters, insurance companies and any protection and indemnity or war risks association through or with whom that Owner proposes to renew that obligatory insurance and of the proposed terms and conditions of renewal; and

seeks the Security Trustee’s approval to the matters referred to in paragraph (i);

at least 7 days before the expiry of any obligatory insurance, renews that obligatory insurance in accordance with the Security Trustee’s approval pursuant to paragraph (a); and

procures that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Security Trustee in writing of the terms and conditions of the renewal.

Copies of policies; letters of undertaking

they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4 (Further protections for the Creditor Parties);

they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee in accordance with the said loss payable clause;

they will advise the Security Trustee immediately of any material change to the terms of the obligatory insurances;

they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and

they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by the Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested by the Security Trustee.

Copies of certificates of entry; letters of undertaking

a certified copy of the certificate of entry for that Ship;

a letter or letters of undertaking in such form as may be required by the Security Trustee;

where required to be issued under the terms of insurance/indemnity provided by that Owner’s protection and indemnity association, a certified copy of each United States of America voyage quarterly declaration (or other similar document or documents) made by that Owner in accordance with the requirements of such protection and indemnity association; and

a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority or, as the case may be, protection and indemnity associations in relation to that Ship (if applicable).

Deposit of original policies

Payment of premiums

Guarantees

Compliance with terms of insurances

takes all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in paragraph (c) of Clause 13.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;

does not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;

makes (and promptly supplies copies to the Agent) of all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which that Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) and, if applicable, shall procure that an Approved Manager complies with this requirement; and

does not employ that Ship, nor allows it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

Alteration to terms of insurances

Settlement of claims

Provision of copies of communications

the approved brokers;

the approved protection and indemnity and/or war risks associations; and

the approved insurance companies and/or underwriters, which relate directly or indirectly to:

that Owner’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

any credit arrangements made between that Owner and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances.

Provision of information and further undertakings

obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 (Mortgagee’s interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,

do all things necessary and provide the Agent and the Security Trustee with all documents and information to enable the Security Trustee to collect or recover any moneys in respect of the Insurances which are payable to the Security Trustee pursuant to the Finance Documents; and

promptly provide the Agent with full information regarding any Major Casualty in consequence whereof the Ship owned by that Owner has become or may become a Total Loss and agree to any settlement of such casualty or other accident or damage to that Ship only with the Agent’s prior written consent,

Mortgagee’s interest and additional perils insurances

a mortgagee’s interest insurance providing for the indemnification of the Creditor Parties for any losses under or in connection with any Finance Document (in an amount which is equal to 120 per cent. of the aggregate of (A) the Loan multiplied by a fraction whose: (1) nominator is the Market Value of the Ship owned by that Owner; and (2) denominator is the Market Value of all Mortgaged Ships and (B) the principal amount secured by any equal or prior ranking Security Interest on that Ship) which directly or indirectly result from loss of or damage to a Ship or a liability of that Ship or of the Owner owning that Ship, being a loss or damage which is prima facie covered by an obligatory insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or on the basis of an allegation concerning:

any act or omission on the part of that Owner, of any operator, charterer, manager or sub-manager of that Ship or of any officer, employee or agent of that Owner or of any such person, including any breach of warranty or condition or any non-disclosure relating to such obligatory insurance;

any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of that Owner, any other person referred to in paragraph (i) above, or of any officer, employee or agent of that Owner or of such a person, including the casting away or damaging of that Ship and/or that Ship being unseaworthy; and/or

any other matter capable of being insured against under a mortgagee’s interest marine insurance policy whether or not similar to the foregoing; and

a mortgagee’s interest additional perils insurance providing for the indemnification of the Creditor Parties against, among other things, any possible losses or other consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of a Ship, the imposition of any Security Interest over that Ship and/or any other matter capable of being insured against under a mortgagee’s interest additional perils policy whether or not similar to the foregoing, and in an amount which is equal to 110 per cent. of the aggregate of (A) the Loan multiplied by a fraction whose: (1) nominator is the Market Value of the Ship owned by that Owner; and (2) denominator is the Market Value of all Mortgaged Ships and (B) the principal amount secured by any equal or prior ranking Security Interest on that Ship,

Review of insurance requirements

Modification of insurance requirements

Compliance with mortgagee’s instructions

SHIP COVENANTS

General

Ship’s name and registration

Repair and classification

consistent with first-class ship ownership and management practice;

so as to maintain the highest class free of overdue recommendations and conditions, with an Approved Classification Society; and

so as to comply with all laws and regulations applicable to vessels registered at ports in the applicable Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code,

Classification society undertaking

to send to the Security Trustee, following receipt of a written request from the Security Trustee, certified true copies of all original class records and any other related records held by the classification society in relation to the Ship owned by that Owner;

to allow the Security Trustee (or its agents), at any time and from time to time, to inspect the original class and related records of that Ship at the offices of the classification society and to take copies of them;

to notify the Security Trustee immediately in writing if the classification society:

receives notification from that Owner or any person that that Ship’s classification society is to be changed; or

becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of that Ship’s class under the rules or terms and conditions of that Owner’s or that Ship’s membership of the classification society;

following receipt of a written request from the Security Trustee:

to confirm that that Owner is not in default of any of its contractual obligations or liabilities to the classification society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the classification society; or

if that Owner is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Security Trustee in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the classification society.

Modification

Removal of parts

Surveys

Inspection

Prevention of and release from arrest

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship owned by it, the Earnings or the Insurances;

all taxes, dues and other amounts charged in respect of that Ship, the Earnings or the Insurances; and

all other outgoings whatsoever in respect of that Ship, the Earnings or the Insurances,

Compliance with laws etc.

comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws and all other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business of that Owner;

not employ the Ship owned by it nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code and the ISPS Code; and

in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit that Ship to enter or trade to any zone which is declared a war zone by any government or by the Ship’s war risks insurers unless the prior written consent of the Security Trustee has been given and the Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Trustee may require.

Provision of information

the Ship owned by it, its employment, position and engagements;

the Earnings and payments and amounts due to the master and crew of that Ship;

any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made in respect of that Ship;

any towages and salvages; and

its compliance, an Approved Manager’s compliance and the compliance of that Ship with the ISM Code and the ISPS Code,

Notification of certain events

before entering into:

any demise charter for any period in respect of its Ship; or

any other Assignable Charter,

that Owner executes in favour of the Security Trustee a specific assignment of all its rights, title and interest in and to such charter and any charter guarantee in the form of a Charterparty Assignment;

the charterer and any charter guarantor receive a notice (1) of the specific assignment of such charter and charter guarantee and (2) that the Mortgage over that Ship has been registered prior to the entry into such charter;

in the case where such charter is a demise charter the charterer undertakes to the Security Trustee (1) to comply with all of that Owner’s undertakings with regard to the employment, insurances, operation, repairs and maintenance of its Ship contained in this Agreement, the Mortgage and the General Assignment in relation to that Ship and (2) to provide an assignment of its interest in the insurances of the Ship in the Agreed Form;

the relevant Owner provides certified true and complete copies of the charter relating to its Ship and of any current charter guarantee, if any, promptly after its execution;

the Agent’s receipt of a copy of the charter and its failure or neglect to act, delay or acquiescence in connection with the relevant Owner’s entering into such charter shall not in any way constitute an acceptance by the Agent of whether or not the Earnings under the charter are sufficient to meet the debt service requirements under this Agreement nor shall it in any way affect the Agent’s or the Security Trustee’s entitlement to exercise its rights under the Finance Documents pursuant to Clause 19 (Events of default) upon the occurrence of an Event of Default arising as a result of an act or omission of the charterer; and

the Borrower delivers to the Agent such other documents equivalent to those referred to at paragraphs 2, 3, 4, 5, 7, 8 and 9 of Schedule 3 (Condition Precedent Documents), Part A as the Agent may require; and

shall immediately notify the Security Trustee by letter, of:

its entry into any agreement or arrangement for the postponement of any date on which any Earnings are due, the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of that Owner to any Earnings;

its entry into any time or consecutive voyage charter in respect of that Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months;

any casualty which is or is likely to be or to become a Major Casualty;

any material insurance claim in relation to a Ship;

any occurrence as a result of which the Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;

any requirement, overdue condition or recommendation made by any insurer or classification society or by any competent authority which is not complied with in accordance with its terms;

any arrest or detention of that Ship, any exercise or purported exercise of any lien on that Ship or its Earnings or any requisition of that Ship for hire;

any unscheduled dry docking of that Ship;

any Environmental Claim made against that Owner or in connection with that Ship, or any Environmental Incident;

any claim for breach of the ISM Code or the ISPS Code being made against that Owner, Approved Manager or otherwise in connection with that Ship;

its intention to de-activate or lay up its Ship; or

any other matter, event or incident, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

Restrictions on chartering, appointment of managers etc.

enter into any charter in relation to that Ship under which more than two months’ hire (or the equivalent) is payable in advance;

charter that Ship otherwise than on bona fide arm’s length terms at the time when that Ship is fixed;

appoint a manager of that Ship other than an Approved Manager; or

put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.

Notice of Mortgage

Sharing of Earnings

ISPS Code

procure that the Ship owned by it and the company responsible for that Ship’s compliance with the ISPS Code comply with the ISPS Code; and

maintain for that Ship an ISSC; and

notify the Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.

Hazardous materials and sustainable dismantling

The Borrower shall procure that each Owner carries on board of its Ship the Inventory of Hazardous Materials required by the Approved Classification Society of the Ship on board that Ship.

The Borrower shall procure that each Owner ensures that in the event its Ship is permanently put out of service, it is dismantled at, or sold for dismantling only to buyers that undertake to dismantle that Ship at, a ship yard complying with such standards as are required by the Hong Kong International Convention for the safe and environmentally sound recycling of ships of 15 May 2009 or by the EU Ship Recycling Regulation.

Sustainability reporting

SECURITY COVER

Minimum required security cover

Prepayment; provision of additional security

Valuation of Ships

for the purposes of the Initial Market Value, is that shown in one valuation addressed to the Agent issued by one Approved Broker to be nominated and appointed by the Agent. If the Borrower does not agree with such valuation, the Borrower can nominate another Approved Broker to provide a second valuation addressed to the Agent and appointed by the Agent, in which case the Initial Market Value is that shown by taking the arithmetic average of such two valuations. If the difference between these two valuations is greater than 15 per cent. paragraph (d) of this Clause 15.3 (Valuation of Ships) shall be applicable; and

at any other date, is that shown in one valuation addressed to the Agent to be issued by an Approved Broker, nominated and appointed by the Borrower and addressed to the Agent (the “First Valuation”) unless the Agent obtains a second valuation issued by an Approved Broker nominated and appointed by the Agent (the “Second Valuation”) in which case the Market Value of the relevant Ship at the relevant date is that shown:

if the difference between the First Valuation and the Second Valuation is less than 10 per cent., by the First Valuation; and

if the difference between the First Valuation and the Second Valuation is greater than 10 per cent. but less than 15 per cent. or less, by taking the arithmetic average of such two valuations,

each valuation issued pursuant to paragraphs (a) and (b) of this Clause 15.3 (Valuation of Ships) to be prepared:

as at a date not more than 30 days previously;

with or without physical inspection of that Ship (as the Agent may require); and

on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment; and

if the difference between 2 valuations in respect of a Ship obtained at any one time, in each case, pursuant to this Clause 15.3 (Valuation of Ships) is greater than 15 per cent. a valuation shall be commissioned from a third Approved Broker selected and appointed by the Agent. Such valuation to be conducted in accordance with this Clause 15.3 (Valuation of Ships) and the Market Value of that Ship in such circumstances shall be the arithmetic average of all three valuations.

Value of additional vessel security

Valuations binding

Provision of information

Payment of valuation expenses

Frequency of valuations

PAYMENTS AND CALCULATIONS

Currency and method of payments

by not later than 11.00 a.m. (New York City time) on the due date;

in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);

in the case of an amount payable by a Lender to the Agent or by the Borrower or any Owner to the Agent or any Lender, to the account of the Agent at ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank (SWIFT Code ▇▇▇▇▇▇▇▇) (Account No. 001 1331 808 in favour of Hamburg Commercial Bank AG, SWIFT Code ▇▇▇▇▇▇▇▇; Reference “Navios Maritime Partners L.P.”) or to such other account with such other bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and

in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.

Payment on non-Business Day

the due date shall be extended to the next succeeding Business Day; or

if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day,

Basis for calculation of periodic payments

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:

on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice; and

subject to paragraph (b) below, without rounding.

The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by the Borrower or any Security Party under a Finance Document shall be rounded to two decimal places.

Distribution of payments to Creditor Parties

any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified to the Agent not less than five Business Days previously; and

amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.

Permitted deductions by Agent

Agent only obliged to pay when monies received

Refund to Agent of monies not received

refund the sum in full to the Agent; and

pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.

Agent may assume receipt

Creditor Party accounts

Agent’s memorandum account

Accounts prima facie evidence

APPLICATION OF RECEIPTS

Normal order of application

FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions:

firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (including, but without limitation, all amounts payable by the Borrower under Clauses 20 (Fees and Expenses), 21 (Indemnities) and 22 (No Set-Off or Tax Deduction) of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document) other than those amounts referred to at paragraphs (ii) and (iii);

secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents in respect of the Loan;

thirdly, in or towards satisfaction of the Loan; and

SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of paragraph (a) of Clause 17.1 (Normal order of application); and

THIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Application by any covered bond Lender

firstly, in or towards satisfaction of the amounts set out under sub-paragraph (i) of paragraph (a) of Clause 17.1 (Normal order of application);

secondly, in or towards satisfaction of the amounts set out under (ii) of paragraph (a) of Clause 17.1 (Normal order of application); and

thirdly, in or towards satisfaction of any part of the Loan that corresponds to any unregistered part of that ▇▇▇▇▇▇’s contribution.

Variation of order of application

Notice of variation of order of application

Appropriation rights overridden

APPLICATION OF EARNINGS

Payment of Earnings

the Accounts shall be maintained with the Account Bank;

all Earnings of the Ship shall be paid to the Earnings Account for that Ship; and

the Mandatory Minimum Liquidity Amount required pursuant to Clause 11.20 (Minimum Liquidity) shall be maintained in the Minimum Liquidity Account.

Monthly retentions

Shortfall in Earnings

Application of retentions

the Instalment due on that Repayment Date pursuant to Clause 8.1 (Amount of Instalments); or

the amount of interest in respect of the Loan payable on that interest payment date,

Interest accrued on the Accounts

Release of accrued interest

Location of Accounts

comply with any requirement of the Agent as to the location or re-location of the Accounts (or any of them); and

execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Accounts.

Debits for fees, expenses etc.

Borrower’s obligations unaffected

the liability of the Borrower to make payments of principal and interest on the due dates; or

any other liability or obligation of the Borrower or any Security Party under any Finance Document.

Restriction on withdrawal

EVENTS OF DEFAULT

Events of Default

the Borrower or any Security Party fails to pay when due or (if so payable) on demand any sum payable under a Finance Document or under any document relating to a Finance Document unless:

its failure to pay is caused by administrative or technical error or a Disruption Event; and

payment is made within 3 Business Days; or

any breach by the Borrower, an Approved Manager or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraph (a)) which, in the reasonable opinion of the Majority Lenders, is capable of remedy, and such default continues unremedied 30 Business Days (or any other grace period agreed by the Agent) after written notice from the Agent requesting action to remedy the same; or

(subject to any applicable grace period specified in the Finance Documents) any material breach by the Borrower, an Approved Manager or any Security Party occurs of any provision of a Finance Document (other than a breach falling within paragraphs (a) or (b)); or

any representation, warranty or statement made or repeated by, or by an officer of, the Borrower, an Approved Manager or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in any material respect when it is made or repeated; or

any of the following occurs in relation to any Financial Indebtedness of a Relevant Person:

any Financial Indebtedness of a Relevant Person is not paid when due unless the Relevant Person is contesting its obligation to pay the relevant amount in good faith and on substantial grounds and by appropriate proceedings and adequate reserves have been set aside for its payment if such proceedings fail; or

any Financial Indebtedness of a Relevant Person which in the case of any Relevant Person other than any Owner exceeds $15,000,000 (or the equivalent in any other currency in aggregate), becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event of default; or

any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of a Relevant Person which in the case of any Relevant Person other than any Owner exceeds $15,000,000 (or the equivalent in any other currency in aggregate) ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or

any Security Interest securing any Financial Indebtedness of a Relevant Person, which in the case of any Relevant Person other than any Owner exceeds an amount of $15,000,000 (or the equivalent in any other currency in aggregate), becomes enforceable; or

any of the following occurs in relation to a Relevant Person:

a Relevant Person becomes, in the reasonable opinion of the Majority ▇▇▇▇▇▇▇, unable to pay its debts as they fall due; or

any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress or any form of freezing order which in the case of any Relevant Person other than any Owner exceeds $15,000,000 (or the equivalent in any other currency in aggregate), and such execution, attachment, arrest, sequestration, distress or freezing order is not withdrawn within thirty (30) Business Days; or

any administrative or other receiver is appointed over any asset of a Relevant Person; or

an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person; or

any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person is insolvent or likely to become insolvent is made by a Relevant Person or by the directors or officers of a Relevant Person or, in any proceedings, by a lawyer acting for a Relevant Person; or

a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or

a resolution is passed, an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by (aa) a Relevant Person, (bb) the shareholders, directors or officers of a Relevant Person, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person, or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view to the winding up of that or another Relevant Person or the appointment of a provisional liquidator or administrator in respect of that or another Relevant Person, or that or another Relevant Person ceasing or suspending business operations or payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than three months after the commencement of the winding up; or

an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Relevant Person (other than a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person) for the winding up of a Relevant Person or the appointment of a provisional liquidator or administrator in respect of a Relevant Person in any Pertinent Jurisdiction, unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed or withdrawn within 60 days of being made or presented, or (bb) within 60 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or

a Relevant Person or its directors or officers take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or

any meeting of the shareholders or directors, or of any committee of the board or senior management, of a Relevant Person is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the shareholders, directors or such a committee resolve or agree that such an action or step should be taken or should be taken if certain conditions materialise or fail to materialise; or

in a Pertinent Jurisdiction other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the reasonable opinion of the Majority Lenders is similar to any of the foregoing; or

the Borrower or any Owner ceases or suspends carrying on its business or a part of its business which, in the reasonable opinion of the Majority Lenders, is material in the context of this Agreement; or

it becomes unlawful in any Pertinent Jurisdiction or impossible:

for the Borrower, an Approved Manager or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or

for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or

any official consent necessary to enable any Owner to own, operate or charter the Ship owned by it or to enable any Owner, an Approved Manager or any Security Party to comply with any provision which the Majority Lenders reasonably consider material of a Finance Document or any Underlying Document is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled unless such revocation is validly contested in good faith by the Borrower, an Approved Manager or, as the case may be, that Security Party; or

it appears to the Majority Lenders that, without their prior consent, a Change of Control has occurred after the date of this Agreement; or

any provision which the Majority Lenders reasonably consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest (excluding any Permitted Security Interests); or

the security constituted by a Finance Document is in any way imperilled or in jeopardy; or

the Borrower, an Approved Manager or any Security Party or any other person (other than a Creditor Party) repudiates any of the Finance Documents to which the Borrower, an Approved Manager or that Security Party or person is a party or evidences an intention to do so; or

any other event occurs or any other circumstances arise or develop including, without limitation:

a change in the financial position, state of affairs or prospects of the Borrower or any other Security Party; or

the commencement of legal or administrative action involving the Borrower, a Ship, either of an Approved Manager or any Security Party; or

the withdrawal of any material license or governmental or regulatory approval in respect of a Ship, an Owner, an Approved Manager or any Owner’s or Approved Manager’s business (unless such withdrawal can be contested with the effect of suspension and is in fact so contested in good faith by the Borrower or an Approved Manager),

Actions following an Event of Default

the Agent may, and if so instructed by the Majority Lenders, the Agent shall:

serve on the Borrower a notice stating that all or part of the Commitments and of the other obligations of each Lender to the Borrower under this Agreement are cancelled; and/or

serve on the Borrower a notice stating that all or part of the Loan together with accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or

take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or

the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under sub-paragraph (i) or (ii) of paragraph (a) Clause 19.2 (Actions following an Event of Default), the Security Trustee, the Agent, the Mandated Lead Arranger and/or the Lenders are entitled to take under any Finance Document or any applicable law.

Termination of Commitments

Acceleration of Loan

Multiple notices; action without notice

Notification of Creditor Parties and Security Parties

Creditor Party rights unimpaired

Exclusion of Creditor Party liability

for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset,

Relevant Persons

Interpretation

FEES AND EXPENSES

Fees

Costs of negotiation, preparation etc.

Costs of variations, amendments, enforcement etc.

any amendment or supplement (or any proposal for such an amendment or supplement) requested (or, in the case of a proposal, made) by or on behalf of the Borrower and relating to a Finance Document or any other Pertinent Document or, subject to sub-paragraph (ii) of paragraph (b) of Clause 20.4 (RFR transition costs);

any consent, waiver or suspension of rights by the Lenders, the Majority Lenders or the Creditor Party concerned or any proposal for any of the foregoing requested (or, in the case of a proposal, made) by or on behalf of the Borrower under or in connection with a Finance Document or any other Pertinent Document;

the valuation of any security provided or offered under and pursuant to Clause 15 (Security Cover) or any other matter relating to such security;

any step taken by the Creditor Party concerned with a view to the preservation, protection, exercise or enforcement of any rights or Security Interest created by a Finance Document or for any similar purpose including, without limitation, any proceedings to recover or retain proceeds of enforcement or any other proceedings following enforcement proceedings until the date all outstanding indebtedness to the Creditor Parties under the Finance Documents and any other Pertinent Document is repaid in full.

RFR transition costs

the negotiation or entry into of any Reference Rate Supplement or Compounding Methodology Supplement; or

any amendment, waiver or consent relating to:

any Reference Rate Supplement or Compounding Methodology Supplement; or