DATED June 2023 IRAKLIA SHIPPING CORPORATION ANTIKITHIRA SHIPPING CORPORATION LIMNOS SHIPPING CORPORATION THERA SHIPPING CORPORATION FANDANGO SHIPPING CORPORATION FLAVESCENT SHIPPING CORPORATION SUNSTONE SHIPPING CORPORATION COASTERS VENTURES LIMITED...

Exhibit 99.5

DATED          June 2023

IRAKLIA SHIPPING CORPORATION

ANTIKITHIRA SHIPPING CORPORATION

LIMNOS SHIPPING CORPORATION

THERA SHIPPING CORPORATION

FANDANGO SHIPPING CORPORATION

FLAVESCENT SHIPPING CORPORATION

SUNSTONE SHIPPING CORPORATION

COASTERS VENTURES LIMITED

VELVET SHIPPING CORPORATION and

BERTYL VENTURES CO. (1)

- and -

NATIONAL BANK OF GREECE S.A. (2)

FACILITY AGREEMENT

in respect of a loan of

up to USD77,822,442.67

PIRAEUS

Index

THIS AGREEMENT dated ____ June 2023 is made BY and BETWEEN:

1

NOW IT IS HEREBY AGREED AS FOLLOWS:

This Agreement sets out the terms and conditions upon which the Lender agrees to make available to the Borrowers a senior secured term loan facility in an amount not exceeding the lesser of (i) seventy-seven million eight hundred twenty-two four hundred forty two Dollars and sixty seven cents (USD77,822,442.67), (ii) the Existing Indebtedness and (iii) 55% of the aggregate Initial Valuation Amount of the Vessels, in up to two advances for the purpose of (a) refinancing (in whole or in part) the principal amount outstanding under each Existing Agreement and (b) providing liquidity to the Corporate Guarantor for general corporate purposes in connection with any part of the principal amount outstanding under each Existing Agreement as at the date of the Commitment Letter which is prepaid by the Security Parties by utilisation of own funds.

In this Agreement, unless the context otherwise requires:

“Advance” means the borrowing by the Borrowers of a part of the Commitment under this Agreement in an amount not exceeding the relevant Maximum Available Amount.

“Additional Business Day” means any day specified as such in the Reference Rate Terms.

“Affiliate” means, in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company;

“Approved Broker” means Arrow Valuations Ltd, Allied Shipbroking Inc, Braemar ACM Valuations, ▇. ▇▇▇▇▇▇▇▇ & Co. Ltd., Fearnleys A/S, ▇.▇. ▇▇▇▇▇▇ Shipbrokers Ltd., ▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners, Maersk Brokers K/S and SSY Valuations Services Ltd or such other reputable, independent and first class firm of ship sale and purchase brokers as the Lender may, in its absolute discretion, agree is an Approved Broker for the purposes of this Agreement;

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“Bail-In Action” means the exercise of any Write-down and Conversion Powers;

“Bail-In Legislation” means:

2

“Balloon Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan), as the same may reduce from time to time;

“Borrowed Money” means Indebtedness in respect of (i) money borrowed or raised and debit balances at banks and other financial institutions, (ii) any bond, note, loan stock, debenture or similar debt instrument, (iii) acceptance or documentary credit facilities, (iv) receivables sold or discounted (otherwise than on a non-recourse basis), (v) deferred payments for assets or services acquired, (vi) finance leases and hire purchase contracts, (vii) swaps, forward exchange contracts, futures and other derivatives, (viii) any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or raising of money or of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of any person falling within any of (i) to (viii) above;

“Borrower” means Borrower A, Borrower B, Borrower C, Borrower D, Borrower E, Borrower F, Borrower G, Borrower H, Borrower I or Borrower J and, in the plural, means all of them;

“Borrower A” means Iraklia Shipping Corporation., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower B” means Antikithira Shipping Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower C” means Limnos Shipping Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower D” means Thera Shipping Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower E” means Fandango Shipping Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower F” means Flavescent Shipping Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

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“Borrower G” means Sunstone Shipping Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower H” means Coasters Ventures Limited, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower I” means Velvet Shipping Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Borrower J” means Bertyl Ventures Co., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Break Costs” means the amount (if any) by which, in respect of any Term Rate Loan:

exceeds

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York, London, Athens and Piraeus and, in relation to:

which is an RFR Banking Day relating to that Term Rate Loan or Compounded Rate Loan (as the case may be).

“Casualty Amount” means five hundred thousand Dollars (USD500,000) (or the equivalent in any other currency);

“Certified Copy” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and up to date copy of the original by any of the directors or officers for the time being of such company or by such company’s attorneys or solicitors;

4

“Change of Control Event” means the occurrence after the date of this Agreement of any of the following:

“Charter Assignment” means, in relation to a Vessel, a specific assignment of any Extended Employment Contract (and any guarantee thereof) required to be executed hereunder by the Borrower owning that Vessel in favour of the Lender (including any consent of the relevant charterer or guarantor necessary for such assignment to be effective and/or notices and/or acknowledgements and/or undertakings associated therewith) in such form as the Lender may require in its sole discretion;

“Classification” means, in relation to a Vessel, the highest class available for a vessel of her type and age with the relevant Classification Society, which as at the date of this Agreement is in relation to each Vessel the approved classification as specified in Schedule 5 (Vessel Details);

“Classification Society” means, in relation to the Vessel, any classification society which is a member of the International Association of Classification Societies and which shall be acceptable to the Lender at its absolute discretion, which as at the date of this Agreement is in relation to each Vessel the approved classification society as specified in Schedule 5 (Vessel Details);

“Co-assured’s Undertaking and Assignment of Insurances” means, in relation to a Vessel, an undertaking and assignment of the rights, title and interest in and to all the benefit of the Insurances in respect of that ▇▇▇▇▇▇ and subordination of its claims to the Lender to be executed hereunder by any co-assured party in favour of the Lender in such form as the Lender may agree or require, and in the plural means all of them;

5

“Code” means the US Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder;

“Commitment” means seventy-seven million eight hundred twenty-two thousand four hundred forty two Dollars and sixty seven cents (USD77,822,442.67) to the extent not reduced and/or cancelled under this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 3 signed by the chief financial officer of the Corporate Guarantor;

“Compounded Rate Interest Payment” means the aggregate amount of interest that:

“Compounded Rate Loan” means the Loan or any part of the Loan or, if applicable, any Unpaid Sum which is not a Term Rate Loan.

“Compounded Reference Rate” means, in relation to any Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the Cumulative Compounded RFR Rate for that Interest Period and if that rate is less than zero, the Compounded Reference Rate shall be deemed to be zero.

“Compounding Methodology Supplement” means, in relation to the Cumulative Compounded RFR Rate, a document which:

“Compulsory Acquisition” means, in relation to a Vessel, any requisition for title or other compulsory acquisition of that Vessel including, if that Vessel is not released therefrom within the Relevant Period, capture, appropriation, forfeiture, seizure, detention, deprivation or confiscation howsoever for any reason (but excluding requisition for use or hire) by or on behalf of any Government Entity or other competent authority or by pirates, hijackers, terrorists or similar persons; “Relevant Period” means either (i) ninety (90) days or, (ii) in respect of pirates, hijackers, terrorists or similar persons, if relevant underwriters confirm in writing (in terms satisfactory to the Lenders) prior to the end of such ninety (90) day period that such capture, appropriation, forfeiture, seizure, detention, deprivation or confiscation will be covered by the relevant Owner’s war risks insurance, the shorter of six (6) months after the date upon which the relevant incident occurred and such period at the end of which cover is confirmed to attach;

6

“Confidential Information” means all information relating to the Borrowers, any Security Party, any Group Member, the Security Documents or the Loan of which the Lender becomes aware in its capacity as, or for the purpose of becoming, a Lender or which is received by a Lender in relation to, or for the purpose of becoming a Lender under, the Security Documents or the Loan from the Borrowers, the Corporate Guarantor or any other Security Party or any of their advisers in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the London Market Association (or any successor organisation) from time to time or in any other form agreed between the Borrowers and the Lender;

“Corporate Guarantee” means the unconditional, irrevocable and on demand guarantee of the obligations of the Borrowers under this Agreement required to be executed by the Corporate Guarantor in favour of the Lender in such form as the Lender may require;

“Corporate Guarantor” means Navios Maritime Partners L.P., a limited partnership formed in the Republic of the ▇▇▇▇▇▇▇▇ Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Lender in accordance with the methodology set out in Schedule 7 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the Reference Rate Terms.

“Deed of Covenant” means, in relation to a Vessel and if required by the laws of the relevant Fag State, the deed of covenant collateral to the Mortgage over that Vessel and creating Security over that Vessel in agreed form.

“Deed of Release” means, in relation to an Existing Agreement a deed releasing the Existing Security Interests and any Existing Indebtedness relating to that Existing Agreement in such form as the Lender may approve or require in its sole discretion and, in the plural, means all of them;

“Default” means any Event of Default or any event or circumstance which with the giving of notice or lapse of time or the satisfaction of any other condition or the making of any determination under the Security Documents (or any combination thereof) would constitute an Event of Default;

7

“Dollars” and “USD” mean the lawful currency of the USA and in respect of all payments to be made under any of the Security Documents means funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other US dollar funds as may at the relevant time be customary for the settlement of international banking transactions denominated in US dollars);

“Drawdown Date” means any date being a Business Day falling during the Drawdown Period on which the Loan is, or is to be, made available;

“Drawdown Notice” means a notice substantially in the form of Schedule 1;

“Drawdown Period” means the period commencing on the Execution Date and ending on the earliest of (i) 30 June 2023; (ii) such later date as the Lender may agree in its sole discretion and (iii) any date on which the Commitment is finally cancelled or fully drawn under the terms of this Agreement;

“Earnings” means, in relation to a Vessel, all moneys whatsoever from time to time due or payable to the Borrower owning that Vessel during the Facility Period arising out of the use or operation of that Vessel including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Borrower in event of requisition of the Vessel for hire, remuneration for salvage and towage services, contributions in general average, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract (including any contract of affreightment) for the employment of the Vessel (including any proceeds under any loss of hire insurance (if any));

“Earnings Account” means, in relation to a Borrower, an interest bearing USD current account opened or (as the context may require) to be opened by that Borrower with the Lender in Piraeus and includes any sub-accounts thereof and any other account designated in writing by the Lender to be the Earnings Account for the purposes of this Agreement;

“EBITDA” means the aggregate amount of combined pre-tax profits of the Group before extraordinary or exceptional items, interest, depreciation and amortisation as shown, for any relevant period, by the Latest Accounts for the relevant period;

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway;

“EIAPP Certificate” means, in relation to a Vessel, the Engine International Air Pollution Prevention Certificate issued or to be issued pursuant to Annex VI of the International Convention for the Prevention of Pollution from Ships, MARPOL 73/78 (Regulations for the Prevention of Air Pollution from Ships) (as currently in force and as the same may be amended from time to time) in relation to that Vessel;

“Election Notice” has the meaning given to it in Clause 3.1 (Switch to Compounded Reference Rate).

8

“Encumbrance” means any mortgage, charge, pledge, lien, hypothecation, assignment, title retention having a similar effect, preferential right, option, trust arrangement or security interest or other encumbrance, security or arrangement conferring howsoever a priority of payment in respect of any obligation of any person;

“Environmental Affiliate” means any agent or employee of any Borrower, any Manager or any other Group Member or any other person (save for the Third Party Manager) having a contractual relationship with any Borrower, any Manager or any other Group Member in connection with a Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from a Relevant Ship;

“Environmental Approvals” means all present and future authorisations, consents, licences, permits, exemptions or other approvals required under applicable Environmental Laws;

“Environmental Claim” means (i) any claim by, or directive from, any applicable Government Entity alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident or alleged Environmental Incident or (ii) any claim by any other third party howsoever relating to or arising out of an Environmental Incident (and, in each such case, “claim” shall include a claim for damages and/or direction for and/or enforcement relating to clean-up costs, removal, compliance, remedial action or otherwise) or (iii) any Proceedings arising from any of the foregoing;

“Environmental Incident” means, regardless of cause, (i) any actual or threatened discharge or release of Environmentally Sensitive Material from any Relevant Ship; (ii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than a Relevant Ship which involves collision between a Relevant Ship and such other vessel or some other incident of navigation or operation, in either case, where the Relevant Ship, the Manager and/or the relevant Borrower and/or the relevant Group Member and/or the relevant Operator are actually, contingently or allegedly at fault or otherwise howsoever liable (in whole or in part) or (iii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than a Relevant Ship and where such Relevant Ship is actually or potentially liable to be arrested as a result and/or where the Manager (other than the Third-Party Manager in relation to vessels other than the Mortgaged Vessels) and/or the relevant Borrower and/or other Group Member and/or the relevant Operator are actually, contingently or allegedly at fault or otherwise howsoever liable;

“Environmental Laws” means all present or future laws, regulations, conventions and agreements whatsoever relating to pollution, human or wildlife well-being or protection of the environment (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the USA);

“Environmentally Sensitive Material” means all contaminations, oil, oil products, toxic substances or any other products or substance which are or are capable of being or becoming polluting, toxic or hazardous or any substance the release of which into the environment is howsoever regulated, prohibited or penalised by or pursuant to any Environmental Law;

9

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

“Event of Default” means any of the events or circumstances listed in Clause 12 (Events of Default);

“Execution Date” means the date on which this Agreement has been executed by all the parties hereto;

“Existing Agreement” means each Existing Loan Agreement and each Existing Bareboat Charter;

“Existing Bareboat Charter” means each of Bareboat Charter A, Bareboat Charter B, Bareboat Charter C, Bareboat Charter D and Bareboat Charter E and in the plural means all of them;

“Existing Bareboat Charter A” means the bareboat charter dated 16 October 2019 (as amended and supplemented from time to time) in respect of Vessel A and entered into by Borrower A as owner and Bareboat Charterer A as charterer in relation to the lease finance of Vessel A;

“Existing Bareboat Charter B” means the bareboat charter dated 16 October 2019 (as amended and supplemented from time to time) in respect of Vessel B and entered into by Borrower B as owner and Bareboat Charterer B as charterer in relation to the lease finance of Vessel B;

“Existing Bareboat Charter C” means the bareboat charter dated 16 October 2019 (as amended and supplemented from time to time) in respect of Vessel C and entered into by Borrower C as owner and Bareboat Charterer C as charterer in relation to the lease finance of Vessel C;

“Existing Bareboat Charter D” means the bareboat charter dated 16 October 2019 (as amended and supplemented from time to time) in respect of Vessel D and entered into by Borrower D as owner and Bareboat Charterer D as charterer in relation to the lease finance of Vessel D;

“Existing Bareboat Charter E” means the bareboat charter dated 25 May 2018 (as amended and supplemented from time to time) in respect of Vessel J and entered into by Borrower J as owner and Bareboat Charterer E as charterer in relation to the lease finance of Vessel E;

“Existing Bareboat Charterer A” means Xiang T106 HK International Ship Lease Co., Limited, a company incorporated under the laws of Hong Kong (with registration number 2851156) whose registered address is at ▇/▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;

“Existing Bareboat Charterer B” means Xiang T105 HK International Ship Lease Co., Limited, a company incorporated under the laws of Hong Kong (with registration number 2851156) whose registered address is at ▇/▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;

“Existing Bareboat Charterer C” means Xiang T107 HK International Ship Lease Co., Limited, a company incorporated under the laws of Hong Kong (with registration number 2851156) whose registered address is at ▇/▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;

10

“Existing Bareboat Charterer D” means Xiang T108 HK International Ship Lease Co., Limited, a company incorporated under the laws of Hong Kong (with registration number 2851156) whose registered address is at ▇/▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;

“Existing Bareboat Charterer E” means Ocean Wood Tang Shipping Limited, a company incorporated under the laws of Hong Kong whose registered address is at Room ▇▇▇▇, ▇▇/▇ ▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;

“Existing Indebtedness” means, in relation to an Existing Agreement at any date, the outstanding Borrowed Money on that date under that Existing Agreement;

“Existing Lender” means:

“Existing Loan Agreement” means the Existing Loan Agreement A or the Existing Loan Agreement B;

“Existing Loan Agreement A” means the loan agreement dated 17 June 2021, and as further amended from time to time and made between, inter alios (i) Borrower E, Borrower F and Borrower G as borrowers and (ii) the relevant Existing Lender as lender in respect of a loan facility of (originally) up to USD43,000,000.

“Existing Loan Agreement B” means the loan agreement dated 28 December 2018 (as amended and supplemented by a supplemental letter dated 3 May 2019, a supplemental letter dated 5 July 2019 and a supplemental letter dated 6 September 2019 and as amended and restated by a deed of accession, amendment restatement and release dated 7 December 2020) as amended from time to time and made between, inter alios (i) Borrower H and Borrower I as borrowers and (ii) the relevant Existing Lender as lender in respect of a loan facility of (originally) up to USD28,500,000.

“Existing Security Interests” means, in relation to an Existing Agreement, any Encumbrances created to secure the Existing Indebtedness under that Existing Agreement.

“Expenses” means together any expenses incurred by the Lender as set out in Clause 7.2 (Expenses);

“Expenses Interest Rate” means (i) in respect of expenses incurred in currencies other than Euro, the aggregate of the overnight or daily rate, as the case may be, displayed each day at the Lender’s board of relevant interest rates and the Margin plus 2% per annum for an amount equal to the amount of such expenses and (ii) in respect of expenses incurred in Euro, the highest time default interest rate in force at the relevant time in Greece;

11

“Extended Employment Contract” means, in respect of the Vessel and at any relevant time, any bareboat charterparty (irrespective of the duration of such charterparty) or any time charterparty or other contract of employment of such ship (including the entry of the Vessel in any pool) which has a tenor of twelve (12) months or more (including any options to renew or extend such tenor) at such time;

“Facility Period” means the period starting on the date of this Agreement and ending on such date as all obligations whatsoever of all of the Security Parties under or pursuant to the Security Documents whensoever arising, actual or contingent, have been irrevocably paid, performed and/or complied with;

“FATCA” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Security Document required by FATCA;

“FATCA Exempt Party” means a party to a Security Document that is entitled to receive payments free from any FATCA Deduction;

“FATCA FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if the Lender is not a FATCA Exempt Party, could be required to make a FATCA Deduction;

“Flag State” means, in relation to a Vessel, Malta, Panama, Liberia, ▇▇▇▇▇▇▇▇ Islands or the country, which is acceptable to the Lender, on whose flag such Vessel is or is to be registered in the ownership of the relevant Borrower, which as at the date of this Agreement is in relation to each Vessel the flag specified in Schedule 5 (Vessel Details);

“Fraction” means, at any relevant time, a fraction having as numerator:

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and as denominator an amount equal to the aggregate of:

“Funding Rate” means any individual rate notified by the Lender to a Security Party pursuant to any Security Document.

“General Assignment” means, in relation to a Vessel, the deed of assignment of its Earnings, Insurances and Requisition Compensation executed or to be executed by the Borrower owning that Vessel in favour of the Lender in such form as the Lender may require and in the plural means all of them;

“Government Entity” means any national or local government body, tribunal, court or regulatory or other agency and any organisation of which such body, tribunal, court or agency is a part or to which it is subject;

“Group” means, at any relevant time, the Borrowers, the Corporate Guarantor and their subsidiaries;

“Group Member” means any member of the Group;

“Historic Term SOFR” means, in relation to any Term Rate Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Term Rate Loan and which is as of a day which is no more than three RFR Banking Days before the Quotation Day.

“HMT” means His Majesty’s Treasury;

“IAPP Certificate” means, in relation to a Vessel, the International Air Pollution Prevention Certificate issued or to be issued pursuant to Annex VI of the International Convention for the Prevention of Pollution from Ships, MARPOL 73/78 (Regulations for the Prevention of Air Pollution from Ships) (as currently in force and as the same may be amended from time to time) in relation to that Vessel;

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

“Indebtedness” means any obligation howsoever arising (whether present or future, actual or contingent, secured or unsecured as principal, surety or otherwise) for the payment or repayment of money;

“Initial Valuation Amount” means, in relation to a Vessel, the Valuation Amount of that Vessel determined in accordance with the valuations in respect of that Vessel referred to in Schedule 2, Part 2, paragraph (q) and otherwise in accordance with Clause 10.2.2 (Valuation of Vessel);

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“Insurances” means, in relation to a Vessel, all policies and contracts of insurance (which expression includes all entries of that Vessel in a protection and indemnity or war risks association) which are from time to time during the Facility Period in place or taken out or entered into by or for the benefit of the Borrower owning that Vessel (whether in the sole name of that Borrower, or otherwise) in respect of that Vessel or otherwise howsoever in connection with that Vessel and all benefits thereof (including claims of whatsoever nature and return of premiums);

“Interest Expense” means, for any relevant financial period, the aggregate interest paid or payable by the Group and any member thereof on any Indebtedness during such period;

“Interest Payment Date” means the last day of an Interest Period and, if an Interest Period is longer than three (3) months, the date falling at the end of each successive period of three (3) months from the start of such Interest Period;

“Interest Period” means each period for the calculation of interest in respect of the Loan ascertained in accordance with Clauses 4.3, 4.4 and 4.7;

“Interpolated Historic Term SOFR” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

“Interpolated Term SOFR” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

14

“ISM Code” means in relation to its application to the Borrowers, the Vessels and their operation:

as the same may be amended, supplemented or replaced from time to time;

“ISM Code Documentation” means, in relation to a Vessel, the document of compliance (DOC) and safety management certificate (SMC) issued by a Classification Society pursuant to the ISM Code in relation to that Vessel within the periods specified by the ISM Code;

“ISM SMS” means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

“ISPS Code” means the International Ship and Port Facility Security Code of the International Maritime Organisation and includes any amendments or extensions thereto and any regulations issued pursuant thereto;

“ISSC” means an International Ship Security Certificate issued in respect of a Vessel pursuant to the ISPS Code;

“Latest Accounts” means, in respect of any fiscal year of the Group, the latest annual audited consolidated accounts of the Corporate Guarantor required to be prepared pursuant to Clause 10.1.6 (Financial Statements);

“Lender” means National Bank of Greece S.A. acting through its shipping branch at ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Akti ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (fax no. ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇);

“Lightweight” means the lightweight tonnage of the Vessel as provided in (i) the Vessel’s capacity plan or (ii) the Vessel’s trim and stability booklet;

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“Liquidity” means:

including any funds held with any bank from time to time to satisfy minimum liquidity requirements;

“Loan” means the aggregate principal amount in respect of the Loan Facility outstanding under this Agreement at any relevant time;

“Loan Facility” means the loan facility provided by the Lender on the terms and subject to the conditions of this Agreement in an amount not exceeding the Commitment;

“Lookback Period” means the number of days specified as such in the Reference Rate Terms.

“Management Agreement” means, in relation to a Vessel:

“Manager” means, in relation to a Vessel:

which as at the date of this Agreement in relation to each Vessel is the commercial and technical manager specified in Schedule 5 (Vessel Details);

“Manager’s Undertaking” means, in relation to a Vessel, the undertaking and assignment of insurances and subordination of its claims to the Lender required to be executed hereunder by each Manager of that ▇▇▇▇▇▇ in favour of the Lender in such form as the Lender may require and in the plural means all of them;

“Margin” means 2.15% (two point fifteen per cent) per annum;

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“Market Disruption Rate” means:

“Material Adverse Effect” means in the opinion of the Lender a material adverse effect on (i) the Lender’s rights under, or the security provided by, any Security Document, (ii) the ability of any Borrower or the Corporate Guarantor to perform or comply with any of its obligations under any Security Document or (iii) the value or nature of the financial condition of the Borrowers as a whole or the Corporate Guarantor;

“Maturity Date” means the date falling 5 years after the first Drawdown Date but in any event no later than 30 June 2028;

“Maximum Available Amount” means in relation to each Advance an amount equal to the lesser of:

“MII and MAPI Policy” means a mortgagee’s interest and a mortgagee’s interest additional perils insurance in respect of each Vessel to be effected by the Lender on the Drawdown Date to cover the Vessels as the same may be renewed or replaced annually thereafter and maintained throughout the Facility Period through such brokers, with such underwriters and containing such coverage, terms and conditions as may be acceptable to the Lender in its sole discretion, insuring a sum of at least one hundred and fifteen per cent (115%) of the Outstanding Indebtedness;

“Money Laundering” has the meaning given to it in Article 1 of Directive 2015/849/EC of the Council of the European Communities;

“month” means a period beginning on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, provided that (a) if the period started on the last Business Day in a calendar month and if there is no such numerically corresponding day, it shall end on the last Business Day in such next calendar month and (b) if such numerically corresponding day is not a Business Day, the period shall end on the next following Business Day in the same calendar month if there is one, but if there is not, it shall end on the preceding Business Day and “months” and “monthly” shall be construed accordingly;

“Mortgage” means, in relation to a Vessel, the first priority or, as the case may be, preferred ship mortgage on that ▇▇▇▇▇▇ required to be executed hereunder by the Borrower owning that Vessel, to be in such form as the Lender may require in its sole discretion and in the plural means all of them;

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“Mortgaged Vessel” means, at any relevant time, a Vessel which is at such time subject to a Mortgage.

“Navios Shipmanagement” means Navios Shipmanagement Inc., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Navios Shipmanagement Holdings” means Navios Shipmanagement Holdings Corporation, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Navios Tankers” means Navios Tankers Management Inc., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960;

“Net Debt” means, as at the date of calculation or, as the case may be, for any accounting period, the total debt of the Group less cash (which shall have the meaning given thereto under US GAAP meaning both restricted and freely available cash) as at that date or for that period as shown in the Latest Accounts;

“Net Worth” means, at any relevant time, the Total Assets less Total Liabilities;

“OFAC” means the Office of Foreign Assets Control of the US Department of Treasury;

“Operator” means any person who is from time to time during the Facility Period concerned in the operation of a Relevant Ship and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code;

“Outstanding Indebtedness” means the aggregate of all sums of money from time to time owing to the Lender, whether actually or contingently, under this Agreement and the Security Documents or any of them;

“Party” means a party to this Agreement or a Security Document;

“Permitted Encumbrance” means any Encumbrance in favour of the Lender created pursuant to the Security Documents, Permitted Liens and until the Drawdown Date any Existing Security Interests;

“Permitted Liens” means, in relation to a Vessel:

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in each case in the ordinary course of trading provided such liens (A) do not exceed the amount of USD600,000 and (B) do not secure amounts more than 30 days overdue.

“Permitted Owners” means:

“Pertinent Jurisdiction” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment or assets, carries on, or has a place of business or is otherwise howsoever effectively connected;

“Proceedings” means any litigation, arbitration, legal action or complaint or judicial, quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone (private or governmental) in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without limitation, any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated on an ex parte basis);

“Prohibited Parties” means any persons, entities or parties that are:

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined two RFR Banking Days before the first day of that period, unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Lender in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days);

“Rate Switch Date” has the meaning given to it in Clause 3.1 (Switch to Compounded Reference Rate).

“Reference Rate Supplement” means a document which:

“Reference Rate Terms” means the terms set out in Schedule 6 (Reference Rate Terms) or in any Reference Rate Supplement.

“Registry” means, in relation to a Vessel, the office of the registrar, commissioner or representative of the relevant Flag State, who is duly empowered to register that Vessel, the relevant Borrower’s title thereto and the relevant Mortgage under the laws and flag of the relevant Flag State;

“Relevant Market” means the market specified as such in the Reference Rate Terms.

“Relevant Ship” means, in relation to a Vessel, and any other ship from time to time (whether before or after the date of this Agreement) owned, managed or crewed by, or chartered to, any Group Member;

“Repayment Date” means the date on which any instalment of the Loan is repayable under the provisions of Clause 6.1 (Repayment);

“Repayment Instalment” means in respect of the Loan, each of the repayment instalments falling due under and in accordance with Clause 6.1 (Repayment), as the same may be reduced in accordance with this Agreement;

“Reporting Day” means the day (if any) specified as such in the Reference Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the Reference Rate Terms.

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“Required Authorisation” means any authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time from any person, Government Entity, central bank or other self-regulating or supra-national authority in order to enable the Borrowers lawfully to borrow the Loan (or any part thereof) and/or to enable any Security Party lawfully and continuously to continue its corporate existence and/or perform all its obligations whatsoever whensoever arising and/or grant security under the relevant Security Documents and/or to ensure the continuous validity and enforceability thereof;

“Required Security Amount” means the amount in USD (as certified by the Lender) which is at any relevant time one hundred and twenty five per cent (125%) of the Loan;

“Requisition Compensation” means, in relation to a Vessel, all moneys or other compensation from time to time payable during the Facility Period by reason of Compulsory Acquisition of that Vessel;

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers;

“Retention Account” means an interest bearing USD account in the name of the Borrower opened or (as the context may require) to be opened by the Borrower with the Lender and includes any sub-accounts thereof and any other account designated in writing by the Lender to be the Retention Account for the purposes of this Agreement;

“Retention Account Pledge” means the first priority pledge required to be executed hereunder by the Borrower over the Retention Account in such form as the Lender may agree or require;

“Retention Amount” means, in relation to any Retention Date, such sum as shall be the aggregate of:

“Retention Dates” means the date falling one month after the Drawdown Date and each of the dates falling at monthly intervals after such date and prior to the Maturity Date;

“RFR” means the rate specified as such in the Reference Rate Terms.

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“RFR Banking Day” means any day other than:

“Sanctions” means any applicable sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by HMT, the Consolidated list of persons, groups and entities subject to European Union financial sanctions and the United Nations or any similar list issued or maintained or made public by any of the Sanctions Authorities, as applicable.

“Security Documents” means this Agreement, the Mortgages, the Corporate Guarantee, the General Assignments, any Charter Assignment, the Retention Account Pledge, the Manager’s Undertakings, any Tripartite Deed, any Co-assured Undertaking and Insurances Assignment and any other documents as may have been or shall from time to time after the date of this Agreement be executed to guarantee and/or to govern and/or secure all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrowers pursuant to this Agreement;

“Security Party” means the Borrowers, the Corporate Guarantor, the Managers or any other person who may at any time be a party to any of the Security Documents (other than the Lender);

“Security Value” means the amount in USD (as certified by the Lender) which is, at any relevant time, the aggregate of (a) the aggregate of the Valuation Amounts of the Mortgaged Vessels and (b) the net realizable market value of any additional security for the time being actually provided to the Lender pursuant to Clause 10.2.1 (Security shortfall);

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“Shareholder” means:

“Ship Security Documents” means, in relation to a Vessel, the relevant Mortgage, any Deed of Covenant, the relevant General Assignment, any relevant Charter Assignment, any Tripartite Deed, any Co-assured Undertaking and Insurances Assignment and any relevant Manager’s Undertaking in respect of that Vessel;

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate) and if that rate is less than zero, SOFR shall be deemed to be zero.

“subsidiary” means that a company (S) is a subsidiary of another company (P) if:

“Taxes” includes all present and future income, corporation, capital or value-added taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever together with interest thereon and penalties in respect thereto, if any, and charges, fees or other amounts made on or in respect thereof (and “Taxation” shall be construed accordingly);

“Term Rate Loan” means the Loan or any part of the Loan or, if applicable, any Unpaid Sum which has not ceased to be a Term Rate Loan pursuant to any of Clause 3.1 (Switch to Compounded Reference Rate), Clause 5.1.2 (Unavailability of Term SOFR) or Clause 5.4 (Market Disruption).

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“Term Reference Rate” means, in relation to a Term Rate Loan:

and if in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Total Assets” means, as at the date of calculation or, as the case may be, for any accounting period, the total assets (based on book values) (which shall have the meaning given thereto under US GAAP) of the Corporate Guarantor as at that date or for that period as shown in the Latest Accounts.

“Total Liabilities” means, as at the date of calculation or, as the case may be, for any accounting period, the total liabilities (which shall have the meaning given thereto under US GAAP) of the Corporate Guarantor as at that date or for that period as shown in the Latest Accounts;

“Total Loss” means, in relation to a Vessel:

“Tripartite Deed” means, in relation to a Vessel and if such Vessel is subject to a bareboat charter (other than the Existing Bareboat Charters), a deed containing (inter alia) an assignment of the relevant charterer’s rights, title and interest in the insurances of that Vessel and an undertaking by the relevant charterer pursuant to which such charterer will agree to comply with the relevant Borrower’s obligations with regards to the employment, insurances, operation, repairs and maintenance of that Vessel and, if that Vessel is to be dually registered, grant the Lender the right to de-register such Vessel from any bareboat registry, required to be executed by the Borrower who is the owner thereof and the relevant charterer in favour of the Lender in such form as the Lender may require in its sole discretion;

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“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); and

“Underlying Documents” means any Extended Employment Contracts and any Management Agreement;

“Unlawfulness” means any event or circumstance which is the subject of a notification by the Lender to the Borrowers under Clause 14.1 (Unlawfulness);

“Unpaid Sum” means any sum due and payable but unpaid by a Security Party under the Security Documents;

“USA” means the United States of America;

“US GAAP” means generally accepted accounting principles in the United States of America;

“US Tax Obligor” means:

“Valuation Amount” means, in relation to a Vessel, the value of that Vessels most recently determined pursuant to Clause 10.2.2 (Valuation of Vessels);

“Vessel” means Vessel A, ▇▇▇▇▇▇ B, ▇▇▇▇▇▇ C, ▇▇▇▇▇▇ D, ▇▇▇▇▇▇ E, ▇▇▇▇▇▇ F, ▇▇▇▇▇▇ G, Vessel H, Vessel I and Vessel J as each is specified in Schedule 5 (Vessel Details) as at the date of this Agreement;

“Write-down and Conversion Powers” means:

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Words and expression defined in Schedule 4 shall have the meanings given to them therein stated as if the same were set out full in this Clause 1.2 (Definitions).

In this Agreement, unless the context otherwise requires:

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and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Lender after consultation with the Borrowers.

Currencies are referred to in this Agreement by the three letter currency codes (ISO 4217) allocated to them by the International Organisation for Standardisation.

Except for Clause 21.6.3 (Jurisdiction), no part of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

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The Lender, relying upon each of the representations and warranties in Clause 9 (Representations and warranties), agrees to make available to the Borrowers upon and subject to the terms of this Agreement, the Loan Facility in up to two Advances for the purposes specified in Clause 1.1 (Purpose).

The Borrowers acknowledge that payment of the Loan or an Advance referred to in Clause 2.3.2 to the account or accounts specified in the relevant Drawdown Notice shall satisfy the obligation of the Lender to lend the Loan or the relevant Advance to the Borrowers under this Agreement.

The Borrowers may at any time prior to the relevant Drawdown Date by notice to the Lender (effective only on actual receipt) cancel with effect from a date not less than ten (10) Business Days after receipt by the Lender of such notice, all or part of the undrawn Commitment.

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The Borrowers may elect to switch the basis on which interest is calculated on the Loan from the Term Reference Rate to the Compounded Reference Rate, provided that the Lender is able to make, maintain or fund a Compounded Rate Loan, by giving the Lender not less than 60 days’ notice in writing (the “Election Notice”) specifying the date on which they want the switch to occur (the “Rate Switch Date”). On and from the Rate Switch Date:

If the Rate Switch Date falls before the last day of an Interest Period for a Term Rate Loan:

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The rate of interest on a Term Rate Loan or any part of a Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

The rate of interest on a Compounded Rate Loan or any part of a Compounded Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

Subject to other provisions of this Clause 4 (Interest and Interest Periods),the Borrowers may, by written notice sent by the Borrowers and received by the Lender not later than 11:00 a.m. (Athens time) on the second Business Day before the beginning of each Interest Period specify whether such Interest Period shall have a duration of one (1), three (3) or (if available by the Lender) six (6) months or such other period as the Borrowers may select and the Lender may agree.

Subject to Clause 4.4.1, every Interest Period shall be of the duration specified by the Borrowers pursuant to Clause 4.3 (Selection of Interest Periods) but so that:

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The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the earlier of (i) the last day of each Interest Period and (ii) the next Repayment Date.

If the Borrowers fail to pay any amount payable by it under a Security Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at (a) in respect of any Expenses, the Expenses Interest Rate and (b) in respect of any other amount, a rate which is two per cent (2%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 4.7 (Default interest) shall be immediately due and payable by the Borrowers on 30 June and 31 December of the relevant year and each such day shall, for the purposes of this Agreement, be treated as the final day of an Interest Period in respect of that amount of interest.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

If the Loan is a Term Rate Loan, the Lender shall promptly notify:

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If the Loan is a Compounded Rate Loan, the Lender shall promptly notify the Borrowers of:

This Clause 4.9.1 shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 5.5 (Cost of funds).

This Clause 4.9 (Notification of rates of interest – Compounded Rate Loan) shall not require the Lender to make any notification to any Party on a day which is not a Business Day.

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If the Lender determines that it has or will become contrary to any law or regulation applicable to it for it to make, maintain or fund the Term Rate Loan or any part of the Term Rate Loan if interest is determined by reference to Term SOFR or for any reason whatsoever it is not possible to determine or charge interest in respect of the Term Rate Loan or any part of the Term Rate Loan based upon Term SOFR, or it becomes unlawful for the Lender to do so, then the Lender shall promptly notify the Borrowers and for any Interest Period commencing whilst the situation in relation to the Lender continues, the Term Rate Loan or any part of the Term Rate Loan shall be a “Compounded Rate Loan” for that Interest Period and Clause 4.2 (Calculation of interest – Compounded Rate Loans) shall apply to the Loan, or any part of the Loan for that Interest Period.

If:

Clause 5.5 (Cost of funds) shall apply to that Compounded Rate Loan for that Interest Period.

then Clause 5.5 (Cost of funds) shall apply to the Loan or the relevant part of the Loan (as applicable) for the relevant Interest Period.

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to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Compounded Rate Loan.

that cost of funds relating to the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (b) of Clause 5.5.1 and paragraph(b) of Clause 5.5.2 above, to be the relevant Market Disruption Rate for the Loan or that part of the Loan.

The Borrowers shall, within three Business Days of the Lender’s demand pay to the Lender the amount of such Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrowers on a day other than the last day of an Interest Period for that Loan, the relevant part of the Loan or that Unpaid Sum.

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None of the Borrowers or the Corporate Guarantor may enter into any interest hedging arrangements in order to fix Interest Periods under this Agreement without the prior written consent of the Lender.

the first repayment instalment falling due 3 months after the first Drawdown Date to occur and subsequent instalments falling due at quarterly intervals thereafter, with the final instalment falling due on the Maturity Date and the Balloon Instalment being repayable together with the final such instalment.

Subject to Clauses 6.3 (Mandatory Prepayment on Total Loss), 6.5 (Mandatory Prepayment on sale of the Vessel), 6.6 (Amounts payable on prepayment) and 6.7 (Notice of prepayment; reduction of Repayment Instalments), the Borrowers may, subject to having given 5 days’ prior written notice thereof to the Lender, prepay any specified amount (such part being in an amount of one hundred thousand Dollars (USD100,000) or any larger sum which is an integral multiple of such amount or any other amount mutually agreed between the Borrowers and the Lender) of the Loan on any relevant Interest Payment Date without premium or penalty.

On the date falling ninety (90) days after that on which the Vessel became a Total Loss or, if earlier, on the date upon which the relevant insurance proceeds are, or Requisition Compensation is, received by the Borrowers (or the Lender pursuant to the Security Documents) the Borrowers and/or the Corporate Guarantor must prepay the Loan by an amount equal to the higher of:

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Any surplus following such prepayment and the payment of any additional amounts payable pursuant to Clause 6.6 (Amounts payable on prepayment) shall be paid to the relevant Borrower, subject to no Event of Default having occurred at the relevant time.

For the purpose of this Agreement, a Total Loss of a Vessel shall be deemed to have occurred:

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On the date of completion of the sale of the Vessel, which sale shall always be subject to the prior written consent of the Lender pursuant to Clause 10.3.3 (Disposals), the Borrowers and/or the Corporate Guarantor must prepay the Loan by an amount equal to the higher of:

Any surplus following such prepayment and the payment of any additional amounts payable pursuant to Clause 6.5 shall be paid to the relevant Borrower, subject to no Event of Default having occurred at the relevant time.

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The Borrowers agree to pay to the Lender on the Drawdown Date of each Advance a non-refundable arrangement fee in an amount equal to 0.50 per cent. of the amount borrowed under that Advance.

The Borrowers agree, and shall procure that the Corporate Guarantor agrees, to reimburse the Lender on a full indemnity basis on demand all expenses and/or disbursements whatsoever (including without limitation legal, printing, travel and out of pocket expenses) certified by the Lender as having been incurred by them from time to time:

each in the currency in which they are incurred (and the Borrowers acknowledge and agree that the Lender shall pay any such amounts in the currency in which they are incurred),

in each case together with interest at the Expenses Interest Rate from the date on which reimbursement of such expenses and/or disbursements were due following demand to the date of payment (as well after as before judgment).

All fees and expenses payable pursuant to this Agreement must be paid together with value added tax or any similar tax (if any) chargeable thereon in any jurisdiction. Any value added tax chargeable in respect of any services supplied by the Lender under this Agreement shall, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.

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The Borrowers must pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Lender) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and agree to indemnify the Lender against any liability arising by reason of any delay or omission by any Borrower to pay such duties or taxes.

The Security Parties shall on demand reimburse the Lender for the amount of all documented costs and expenses (including legal fees) reasonably incurred by the Lender in connection with:

The Borrowers shall (and shall procure that any other Security Party shall) make all payments under any of the Security Documents in full, without any set off or counterclaim whatsoever and, subject as provided in clause 8.6 (Grossing-up for taxes – by the Borrowers), free and clear of any deductions or withholdings, in USD on or before 11:00 am (Athens time) on the due date in freely available funds to such account at the Lender and in such place as the Lender may from time to time specify for this purpose.

All sums to be advanced by the Lender to the Borrowers under this Agreement shall be remitted in USD on the relevant Drawdown Date to the account specified in the relevant Drawdown Notice.

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When any payment under any of the Security Documents would otherwise be due on a day which is not a Business Day, the due date for payment shall be extended to the next following Business Day unless the Business Day falls in the next calendar month in which case payment shall be made on the immediately preceding Business Day.

If any sum due from any Borrower or any Security Party under any of the Security Documents, or under any order or judgment given or made in relation thereto, must be converted from the currency (“the first currency”) in which the same is payable thereunder into another currency (“the second currency”) for the purpose of (i) making or filing a claim or proof against any Borrower or any Security Party, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation thereto, each Borrower undertakes to indemnify and hold harmless the Lender from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange available to the Lender to purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. Any amount due from any Borrower under this Clause 8.5 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of any of the Security Documents and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

If at any time any Borrower or any Security Party must make any deduction or withholding in respect of Taxes or otherwise from any payment due under any of the Security Documents for the account of the Lender or withholding in respect of Taxes from any payment due under any of the Security Documents, the sum due from any Borrower or any Security Party in respect of such payment must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and each Borrower must indemnify the Lender against any losses or costs incurred by it by reason of any failure of any Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. Each Borrower must promptly deliver to the Lender any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.

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If, following any such deduction or withholding as is referred to in Clause 8.6 (Grossing-up for Taxes – by the Borrowers) from any payment by any Borrower or any other Security Party, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender shall, and to the extent that it can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse any Borrower or any other Security Party with such amount as Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by any Borrower or any Security Party as aforesaid. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige the Lender to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, any Borrower or any Security Party shall not, by virtue of this Clause 8.6, be entitled to enquire about the Lender’s tax affairs.

The Lender shall maintain, in accordance with its usual practice, an account evidencing the amounts from time to time lent by, owing to and paid to it under the Security Documents. The Lender shall maintain a control account showing the Loan and other sums owing by the Borrowers under the Security Documents and all payments in respect thereof being made from time to time. The control account shall, in the absence of manifest error, be prima facie evidence of the amount from time to time owing by the Borrowers under the Security Documents.

If, on any date on which a payment is due to be made by a Borrower under any of the Security Documents, the amount received by the Lender from such Borrower falls short of the total amount of the payment due to be made by such Borrower on such date then, without prejudice to any rights or remedies available to the Lender under any of the Security Documents, the Lender must apply the amount actually received from such Borrower in or towards discharge of the obligations of the Borrowers under the Security Documents in the following order, notwithstanding any appropriation made, or purported to be made, by the Borrowers:

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The order of application set out in Clauses 8.9.1 to 8.9.6 may be varied by the Lender without any reference to, or consent or approval from, any Borrower or any Security Party.

Each Borrower represents and warrants to the Lender that:

each of the corporate Security Parties is duly incorporated or, as the case may be, formed, validly existing and in good standing under the laws of its respective country of incorporation, in each case, as a corporation and has power to carry on its respective businesses as it is now being conducted and to own its respective property and other assets, to which it has unencumbered legal and beneficial title except as disclosed to the Lender, and the shares of each Borrower have been issued in registered form;

each of the Security Parties has power to execute, deliver and perform its obligations and, as the case may be, to exercise its rights under the Underlying Documents and the Security Documents to which it is a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and on the execution of the Security Documents performance of the same and no limitation on the powers of any Borrower to borrow or any other Security Party to howsoever incur liability and/or to provide or grant security will be exceeded as a result of borrowing any part of the Loan;

the Underlying Documents and the Security Documents, when executed, will constitute valid and legally binding obligations of the relevant Security Parties enforceable in accordance with their respective terms;

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the execution and delivery of, the performance of their obligations under, and compliance with the provisions of, the Underlying Documents and the Security Documents by the relevant Security Parties will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which any Security Party or other member of the Group is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any Security Party or other member of the Group is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the constitutional documents of any Security Party or (iv) result in the creation or imposition of, or oblige any of the Security Parties to create, any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of any of the Security Parties;

no Event of Default has occurred or, on the date of this Agreement, is likely to occur;

no Proceedings are current, pending or threatened against any of the Security Parties or any other Group Members or their assets and there exist no judgments, orders, injunctions which could have a Material Adverse Effect on the obligations of the Security Parties under the Security Documents;

except for the registration of the Mortgage in the relevant register under the laws of the Flag State through the Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Underlying Documents or any of the Security Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Pertinent Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Pertinent Jurisdiction on or in relation to any of the Underlying Documents or the Security Documents and each of the Underlying Documents and the Security Documents is in proper form for its enforcement in the courts of each Pertinent Jurisdiction;

all Required Authorisations have been obtained or effected or waived by the person requiring the same and, to the extent no such waiver exists, are in full force and effect and no Security Party has in any way contravened any applicable law, statute, rule or regulation (including all such as relate to Money Laundering);

the choice of English law to govern the Underlying Documents and the Security Documents (other than each Mortgage and the Retention Account Pledge), the choice of the law of the Flag State to govern each Mortgage, the choice of Greek law to govern the Retention Account Pledge and the submissions by the Security Parties to the jurisdiction of the English courts and the obligations of such Security Parties associated therewith, are valid and binding;

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no Security Party nor any of their assets is entitled to immunity on the grounds of sovereignty or otherwise from any Proceedings whatsoever;

the latest audited and unaudited consolidated financial statements of the Corporate Guarantor in respect of the relevant financial year as delivered to the Lender present or will present fairly and accurately the consolidated financial position of the Corporate Guarantor as at the date thereof and the results of the operations of the Corporate Guarantor and, as at such date, the Corporate Guarantor do not have any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements;

the obligations of each Borrower under this Agreement and the obligations of the Corporate Guarantor under the Corporate Guarantee are direct, general and unconditional obligations of the relevant Borrower and the Corporate Guarantors respectively and rank at least pari passu with all other present and future Indebtedness of the relevant Borrower and the Corporate Guarantor except for obligations which are mandatorily preferred by operation of law and not by contract;

all information, whatsoever provided by any Security Party (other than any Manager) to the Lender in connection with the negotiation and preparation of the Security Documents or otherwise provided hereafter in relation to, or pursuant to this Agreement is, or will be, true and accurate in all material respects and not misleading, does or will not omit material facts and all reasonable enquiries have been, or shall have been, made to verify the facts and statements contained therein; there are, or will be, no other facts the omission of which would make any fact or statement therein misleading;

no Taxes anywhere are imposed whatsoever by withholding or otherwise on any payment to be made by any Security Party (other than any Manager) under the Underlying Documents or the Security Documents to which such Security Party is or is to be a party or are imposed on or by virtue of the execution or delivery by the Security Parties of the Underlying Documents or the Security Documents or any other document or instrument to be executed or delivered under any of the Security Documents;

except as disclosed in writing by the Borrowers to the Lender, there is no Default under any of the Underlying Documents;

the Borrowers shall apply the Loan only for the purposes specified in Clause 2.1 (Agreement to lend);

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the Certified Copies of the Underlying Documents delivered or to be delivered to the Lender pursuant to Clause 11.1 (Availability of Loan) are, or will when delivered be, true and complete copies or, as the case may be, originals of such documents; and such documents constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there have been no amendments or variations thereof or defaults thereunder;

no Borrower has incurred any Borrowed Moneys save as envisaged by this Agreement or as otherwise disclosed in the Corporate Guarantor’s public filings;

each Borrower and the Corporate Guarantor have filed all tax and other fiscal returns required to be filed by any tax authority to which they are subject or have obtained required extensions and no claims or investigations are being, or are likely to be, made or conducted against any of the Security Parties (other than any Manager) or any other member of the Group with respect to Taxes;

neither any Vessel nor its Earnings, Insurances or Requisition Compensation, nor any Earnings Account, the Retention Account or any Extended Employment Contract in respect of any Vessel nor any other properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof will be subject to any Encumbrance except Permitted Encumbrances;

except as may already have been disclosed by the Borrowers in writing to the Lender:

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each Borrower has complied with and continues to comply with and has procured that any Manager of the Vessel owned by that Borrower has complied with and continues to comply with the ISM Code, the ISPS Code and all other statutory and other requirements relative to their business and in particular it or any Manager has obtained and maintains a valid DOC, IAPP Certificate, EIAPP Certificate (if applicable) and SMC for the Vessel owned by that Borrower and all other certificates required for the operation of such Vessel and that it and any Manager of such Vessel has implemented and continues to implement an ISM SMS;

each Borrower’s accounting reference date is 31 December.

neither any Borrower nor the Corporate Guarantor has an office in England or the United States of America;

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there has occurred nothing since 30 May 2023 which has had, or could have, a Material Adverse Effect; and

no bankruptcy, insolvency, administration or similar proceedings have been commenced or threatened to commence against any Security Party (other than any Manager) with a view to winding up that Security Party;

none of the improper or illegal acts referred to in Clause 10.1.25 (Anti-bribery) have occurred;

no Security Party has in any way contravened any applicable law, statute, rule or regulation (including, but not limited to, the Foreign Corrupt Practices Act of 1977 of the USA and all such as relate to Money Laundering, terrorism and/or bribery);

in relation to the borrowing by the Borrowers of the Loan, the performance and discharge of their respective obligations and liabilities under this Agreement or any of the Security Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the Security Documents to which each Borrower is a party, each Borrower is acting for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat Money Laundering;

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none of the Security Parties is a FATCA FFI or a US Tax Obligor; and

On each day throughout the Facility Period, each Borrower shall be deemed to repeat the representations and warranties in Clause 9 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day and in Clause 9.1.11 as if made with reference to the Latest Account at any relevant time.

Each Borrower undertakes with the Lender that, from the Execution Date until the end of the Facility Period, it will (and will procure that the Securities Parties will):

inform the Lender (a) promptly of any Event of Default and of any other circumstances or occurrence which might adversely affect the ability of any Security Party to perform its obligations under any of the Security Documents, details of all steps being taken to remedy such Event of Default and (b) as soon as the same is commenced or threatened, details of any Proceedings involving any Security Party which could have a Material Adverse Effect on that Security Party and/or the operation of any Vessel (including, but not limited to any Total Loss of any Vessel or the occurrence of any Environmental Incident) and will from time to time, if so requested by the Lender, confirm to the Lender in writing that, save as otherwise stated in such confirmation, no Event of Default has occurred and no such Proceedings have been commenced or threatened;

to the extent a waiver has not been obtained, obtain or cause to be obtained, maintain in full force and effect and comply fully with all Required Authorisations, provide the Lender with Certified Copies of the same and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under any applicable law (whether or not in the Pertinent Jurisdiction) for the continued due performance of all the obligations of the Security Parties (save for any Manager) under each of the Security Documents;

ensure that each Security Party maintains its corporate existence as a body corporate duly organised and validly existing and in good standing under the laws of the Pertinent Jurisdiction;

use the Loan exclusively for the purposes specified in Clauses 1.1 (Purpose) and 2.1 (Agreement to lend);

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ensure that its obligations under this Agreement and the Corporate Guarantor’s obligations under the Corporate Guarantee shall, without prejudice to the provisions of Clause 10.3 (Negative undertakings relating to the Borrowers), at all times rank at least pari passu with all its other present and future Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

shall ensure that the Corporate Guarantor will cause to be prepared:

deliver to the Lender on the date on which the audited and unaudited consolidated accounts are delivered under Clause 10.1.6 (Financial Statements) a Compliance Certificate together with such supporting information as the Lender may require;

procure that the Guarantor ensures that:

such covenants to be calculated based on the Latest Accounts of the Corporate Guarantor delivered under Clause 10.1.6 (Financial Statements) (and to be tested for the first time on the basis of the audited consolidated financial statements of the Corporate Guarantor for the financial year ending on 31 December 2023) and be included in the Compliance Certificate provided under Clause 10.1.7 (Compliance Certificates);

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pay, and procure that the Corporate Guarantor pays, on the Lender’s written demand, the amount of the premium for the inception or, as the case may be, extension and/or continuance of the MII and MAPI Policy (including any insurance tax thereon) and the Borrower hereby irrevocably authorises and instructs the Lender to pay such amount from any Earnings Account and/or the Retention Account to the relevant insurers in the event that the Borrowers and the Corporate Guarantor do not do so;

provide the Lender, and procure that the Corporate Guarantor (including their subsidiaries), shall provide to the Lender, on the Lender’s request (i) details of all major financial developments affecting the Group and/or any member thereof, including (but not limited to) the sale or purchase of any ship and the borrowing or incurring of any Borrowed Money and (ii) such financial or other information (including, but not limited to, financial standing, Indebtedness, balance sheet, off-balance sheet commitments, repayment schedules, operating expenses, charter arrangements of all the ships (whether on the water or under construction) operating under the management of any Manager) concerning any Borrower, the Corporate Guarantor (including its subsidiaries), the Group and their respective affairs, activities, financial standing, Indebtedness and operations and the performance of any Vessel, including, but not limited to, copies of all certificates required for the trading and operation of any Vessel;

duly and punctually perform each of the obligations expressed to be imposed or assumed by them under the Security Documents and any Extended Employment Contract and will procure that each of the other Security Parties (other than any Manager) will, duly and punctually perform each of the obligations expressed to be assumed by it under the Security Documents and any Extended Employment Contract to which it is a party;

and will procure that any Operator will, comply with and ensure that each Vessel and any Operator complies with the requirements of the ISM Code, including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto throughout the Facility Period (as defined in the relevant Ship Security Documents);

immediately inform the Lender if there is any actual withdrawal of its, any Manager’s or any other Operator’s DOC, IAPP Certificate, EIAPP Certificate or the SMC of any Vessel;

and will procure that any Manager and any other Operator will promptly inform the Lender of the receipt by any Borrower, any Manager or such other Operator of notification that its application for a DOC or any application for an SMC or IAPP Certificate or EIAPP Certificate for any Vessel has been refused;

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and will procure that any Manager or any Operator will:

upon receipt of at least 15 days written notice (unless there is an Event of Default where no notice shall be required), ensure that the Lender, by independent marine surveyors or other persons appointed by it for such purpose, may board any Vessel at all reasonable times (which the Lender, subject to no Event of Default continuing at the relevant time, shall use reasonable endeavours to ensure does not adversely affect the operation of such Vessel) for the purpose of inspecting her and to afford all proper facilities for such inspections and for this purpose shall give the Lender reasonable advance notice of any intended drydocking of any Vessel (whether for the purpose of classification, survey or otherwise) and the Borrowers shall pay the costs in respect of (i) one inspection in each calendar year in respect of each Vessel and (ii) all such inspections following the occurrence of an Event of Default which is continuing and the relevant Borrower shall effect all repairs which the Lender may reasonably request as a result of such inspection;

ensure that each Vessel will at all times after her delivery be:

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deliver to the Lender, a Certified Copy of each Extended Employment Contract upon its execution, forthwith on the Lender’s request execute (a) a Charter Assignment in respect thereof and of any guarantee thereof and (b) any notices of assignment required in connection therewith and use commercially reasonable endeavours to procure the acknowledgement of any such notice of assignment by the relevant charterer and of any charter guarantor (save that in circumstances where such acknowledgement is not obtained, this shall not constitute an Event of Default provided that the relevant Borrower shall ensure that evidence of service of the notice of assignment to the relevant charterer and any charter guarantor is provided to the Lender) and (c) (if any Vessel is subject to a bareboat charter) procure execution by the relevant Borrower and the charterer of a Tripartite Deed, together with all notices required to be determined thereunder and will provide evidence acceptable to the Lender that such notice has been given to the relevant charterer and to any charter guarantor and the relevant Borrower shall pay all legal and other costs incurred by the Lender in connection with any such Charter Assignment and Tripartite Deed, forthwith following the Lender’s demand;

not without the prior written consent of the Lender and, if such consent is given, only subject to such conditions as the Lender may impose, to let any Vessel:

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procure and shall ensure that the Corporate Guarantor shall procure, that at all times during the Facility Period, it shall maintain in an account or accounts with the Lender cash which is (other than the Retention Account Pledge) free of any Encumbrance in an aggregate amount of not less than USD400,000 in respect of each Mortgaged Vessel (in aggregate USD4,000,000 as at the date of this Agreement);

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ensure that all Borrowed Money of each Borrower is fully subordinated to the Loan, and to subordinate to the Loan any Borrowed Money issued to such Borrower by the Corporate Guarantor, all in a form acceptable to the Lender;

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will provide, and will procure that the Corporate Guarantor will provide, prior to the Execution Date and at any time during the Facility Period at the Lender’s request, all information and documentation as the Lender may in its sole discretion require in order to satisfy its “Know Your Customer” procedures under applicable law;

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maintain in good working order, and ensure that each Manager and the Corporate Guarantor maintain in good working order, all computer and information technology system to enable the smooth and efficient running of their respective businesses;

supply to the Lender:

In this Clause 10.1.30 (DAC6), “DAC6” means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom.

Nothing in any Security Document shall prevent disclosure of any confidential information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Security Documents or any transaction carried out in connection with any transaction contemplated by the Security Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

If at any time throughout the Facility Period the Security Value shall be less than the Required Security Amount, the Lender shall give notice to the Borrowers requiring that such deficiency be remedied and then the Borrowers must within 30 days of receipt of the Lender’s said notice, either:

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The provisions of Clauses 6.6 (Amounts payable on prepayment) and 6.7 (Notice of prepayment; reduction of Repayment Instalments) shall apply to prepayments under Clause 10.2.1(a) provided that the Lender shall apply such prepayments pro rata against the Loan and the amount of the Loan prepaid hereunder shall not be available to be re-borrowed.

any such valuations to be made without physical inspection (unless a Vessel is found not be operationally seaworthy or any Vessel is arrested or laid-up, in which case physical inspection will be required), and on the basis of a sale for prompt delivery for cash at arms’ length, on normal commercial terms, as between a willing buyer and a willing seller, without taking into account the benefit of any charterparty or other engagement concerning that Vessel), and the Valuation Amount of that Vessel shall be the amount of any such single valuation or, in the case of valuations obtained by two Approved Brokers, the arithmetic average of such two valuations PROVIDED that if such two valuations vary by more than 15% then the Lender shall appoint a third Approved Broker to provide a valuation and the Valuation Amount of that Vessel shall be the arithmetic average of such three valuations.

Each Borrower undertakes with the Lender to supply to the Lender and to the Approved Brokers such information concerning each Vessel and its condition as the Lender or such shipbrokers may require for the purpose of determining any Valuation Amount.

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The Borrowers shall pay all costs in connection with any determination of any Valuation Amount (which the Lender may determine at any time, and at least once a year).

For the purposes of this Clause 10.2 (Security value maintenance), the market value (i) of any additional security over a ship (other than a Vessel) shall be determined in accordance with Clause 10.2.2(a) and (ii) of any other additional security provided or to be provided to the Lender shall be determined by the Lender in its absolute discretion; provided however that in the case of additional security in the form of cash, the same will be valued on a Dollar for Dollar basis.

In connection with any additional security provided in accordance with this Clause 10.2 (Security value maintenance), the Lender shall be entitled to receive (at the Borrowers’ expense) such evidence and documents of the kind referred to in Schedule 2 as may in the Lender’s opinion be appropriate and such favourable legal opinions as the Lender shall in its absolute discretion require.

Each Borrower undertakes with the Lender that, from the Execution Date until the end of the Facility Period, it will not, except with the prior written consent of the Lender:

permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues or the shares of and in any Security Party (other than any Manager) to secure or prefer any present or future Indebtedness or other liability or obligation of any Group Member or any other person;

merge or consolidate with any other person or permit any change to the legal or beneficial ownership of its, or the Corporate Guarantor’s or the Manager’s shares, from that existing at the Execution Date which would (in the case of the Corporate Guarantor and the Manager) give rise to a Change of Control Event;

sell, transfer, assign, create security or option over, pledge, pool, abandon, lend or otherwise dispose of or cease to exercise direct control over any part of their present or future undertaking, assets, rights or revenues whether by one or a series of transactions related or not, including, without limitation, the Vessel owned by it;

undertake any business other than the ownership and operation of its Vessel or employ anyone other than a Manager as a commercial and/or technical manager of its Vessel;

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acquire any assets other than its Vessel and rights arising under contracts entered into by or on behalf of that Borrower in the ordinary course of its business of owning, operating and chartering its Vessel;

incur any obligations except for obligations arising under the Underlying Documents nor the Security Documents or contracts entered into in the ordinary course of business of owning, operating and chartering its Vessel;

incur any Borrowed Money except for Borrowed Money pursuant to the Security Documents or incurred in the ordinary course of business of owning, operating and chartering its Vessel;

repay or prepay the principal of, or pay interest on or any other sum in connection with any of their Borrowed Money except for Borrowed Money pursuant to the Security Documents;

issue any guarantees or otherwise become directly or contingently liable for the obligations of any person, firm, or corporation except pursuant to the Security Documents and except for guarantees from time to time required in the ordinary course by any protection and indemnity or war risks association with which the Vessel owned by it is entered, guarantees required to procure the release of the Vessel owned by it from any arrest, detention, attachment or levy or guarantees required for the salvage of that Vessel;

permit any Indebtedness of any Borrower to any person (other than to the Lender pursuant to the Security Documents) to be guaranteed by any person (except for guarantees from time to time required in the ordinary course of business and/or by any protection and indemnity or war risks association with which the Vessel owned by it is entered, guarantees required to procure the release of that Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of that Vessel); or

Permit:

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and provided that for paragraphs (a) and (c) above, the Borrowers shall:

de-activate or lay up any Vessel; or

own or operate and will procure that no Security Party (other than any Manager) shall own or operate a place of business situate in England or the United States of America; or

if there has occurred an Event of Default or an Event of Default would result therefrom, declare or pay any dividends or make any other form of distribution;

permit there to be any agreement or arrangement whereby the Earnings may be shared or pooled howsoever with any other person, other than any pool agreement on bona fide arm’s length terms;

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and each Borrower shall:

become a FATCA FFI or a US Tax Obligor and shall procure that no Security Party (other than any Manager) shall do so.

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The obligation of the Lender to make available the Loan (or any part thereof) is conditional upon:

The obligation of the Lender to make available any Advance is conditional upon the Lender, or its authorised representative, having received, on or prior to the relevant Drawdown Date, the documents and evidence specified in Part 2 of Schedule 2 as they relate to that Advance in form and substance satisfactory to the Lender.

The conditions specified in this Clause 11 (Conditions) are inserted solely for the benefit of the Lender and may be waived by the Lender in whole or in part and with or without conditions.

Prior to the Drawdown Date the Lender may request and the Borrower must, prior to such date, deliver to the Lender (at the Borrower’s expense), further favourable certificates and/or opinions as to any or all of the matters which are the subject of Clauses 9 (Representations and warranties), 10 (Undertakings), 11 (Conditions) and 12 (Events of Default).

Each of the following events shall constitute an Event of Default (whether such event shall occur voluntarily or involuntarily or by operation of law or regulation or in connection with any judgment, decree or order of any court or other authority or otherwise, howsoever):

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The Lender may at any time after the occurrence of an Event of Default which is continuing by notice to the Borrowers declare that:

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If, under Clause 12.2.2, the Lender has declared the Loan to be due and payable on demand, at any time thereafter the Lender shall by written notice to the Borrowers (a) demand repayment of the Loan on such date as may be specified whereupon, regardless of any other provision of this Agreement, the Loan shall become due and payable on the date so specified together with all interest accrued and all other sums payable under this Agreement or (b) withdraw such declaration with effect from the date specified in such notice.

Each Borrower agrees to indemnify the Lender on demand, without prejudice to any of the Lender’s other rights under any of the Security Documents, against any loss (including loss of Margin) or expense (including, without limitation, Break Costs) which the Lender shall certify as sustained by it as a consequence of any Default, any prepayment of the Loan being made under Clauses 6.3 (Mandatory prepayment on Total Loss), 6.5 (Mandatory prepayment on sale of the Vessel), 10.2.1 (Security value maintenance) or 14.1 (Unlawfulness) or any other repayment or prepayment of the Loan being made otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or repaid; and/or the Loan not being made for any reason of default or negligence of any Borrower after the Drawdown Notice has been given.

Each Borrower shall indemnify the Lender on demand and hold it harmless from and against all costs, claims, expenses, payments, charges, losses, demands, liabilities, actions, Proceedings, penalties, fines, damages, judgements, orders, sanctions or other outgoings of whatever nature which may be incurred or made or asserted whensoever against the Lender at any time, whether before or after the repayment in full of principal and interest under this Agreement, arising howsoever out of an Environmental Claim made or asserted against the Lender which would not have been, or been capable of being, made or asserted against the Lender had it not entered into any of the Security Documents or been involved in any of the resulting or associated transactions.

Each Borrower shall promptly indemnify the Lender on demand against any cost incurred or loss suffered by the Lender as a result of its complying with (i) the minimum reserve requirements from time to time of the European Central Bank (ii) any capital adequacy directive of the European Union and/or (iii) any revised framework for international convergence of capital measurements and capital standards and/or any regulation imposed by any Government Entity in connection therewith, and/or in connection with maintaining required reserves with a relevant national central bank to the extent that such compliance or maintenance relates to the Commitment and/or the Loan or deposits obtained by it to fund the whole or part thereof and to the extent such cost or loss is not recoverable by the Lender under Clause 14.2 (Increased costs).

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If it is or becomes contrary to any law, directive or regulation for the Lender to contribute to the Loan or to maintain its Commitment or fund the Loan, the Lender shall promptly give notice to the Borrowers whereupon (a) the Commitment shall be reduced to zero or (b) (if the Loan has been made available hereunder) the Borrowers shall be obliged to prepay the Loan either (i) forthwith or (ii) on a future specified date not being earlier than the latest date permitted by the relevant law, directive or regulation together with interest accrued to the date of prepayment and all other sums payable by the Borrowers under this Agreement.

If the result of any change in, or in the interpretation or application of, or the introduction of, any law or any regulation, request or requirement of any central bank or Government Entity (including, but not limited to, the “International Convergence of Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision in June 2004 as implemented in the EU by the Capital Requirements Directive (2006/48/EC and 2006/49/EC) (or any subsequent amendment or substitute agreement) or pursuant to Basel III, CRD IV and CRR (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits, is to:

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then and in each such case (subject to Clause 14.3 (Exception)):

For the purposes of this Clause 14.2 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.

Nothing in Clause 14 shall entitle the Lender to receive any amount in respect of compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is the subject of an additional payment under Clause 8.6 (Grossing-up for Taxes – by the Borrowers).

Notwithstanding any other term of any Security Document or any other agreement, arrangement or understanding between the parties to this Agreement, each such party acknowledges and accepts that any liability of any party to this Agreement to any other party to this Agreement under or in connection with the Security Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

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All moneys received by the Lender under or pursuant to any of the Security Documents and expressed to be applicable in accordance with the provisions of this Clause 15.1 or in a manner determined in the Lender’s discretion, shall be applied in the following manner:

The order of application set out in Clauses 15.1.1 to 15.1.8 may be varied by the Lender without any reference to, or consent or approval from, the Borrowers.

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Each Borrower undertakes with the Lender that the Security Documents shall both at the date of execution and delivery thereof and throughout the Facility Period be valid and binding obligations of the respective parties thereto which, with the rights of the Lender thereunder, are enforceable in accordance with their respective terms and that it will, at its expense, execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the opinion of the Lender may be necessary for perfecting the security contemplated or constituted by the Security Documents.

In the event of any conflict between this Agreement and any of the other Security Documents, the provisions of this Agreement shall prevail.

No failure or delay on the part of the Lender to exercise any power, right or remedy under any of the Security Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in the Security Documents are cumulative and are not exclusive of any remedies provided by law. No waiver by the Lender shall be effective unless it is in writing.

If any provision of this Agreement is prohibited, invalid, illegal or unenforceable in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect or impair howsoever the remaining provisions thereof or affect the validity, legality or enforceability of such provision in any other jurisdiction.

Regardless of any other provision of this Agreement, the Lender shall not be liable for any failure to perform the whole or any part of this Agreement resulting directly or indirectly from (i) the action or inaction or purported action of any governmental or local authority (ii) any strike, lockout, boycott or blockade (including any strike, lockout, boycott or blockade effected by or upon the Lender or any of its representatives or employees) (iii) any act of God (iv) any act of war (whether declared or not) or terrorism or (v) any other circumstances whatsoever outside the Lender’s control.

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This Agreement may be amended or varied only by an instrument in writing executed by all parties hereto who irrevocably agree that the provisions of this Clause 15.8 may not be waived or modified except by an instrument in writing to that effect signed by all of them.

This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement which may be sufficiently evidenced by one counterpart.

All documents required to be delivered under and/or supplied whensoever in connection howsoever with any of the Security Documents and all notices, communications, information and other written material whatsoever given or provided in connection howsoever therewith must either be in the English language or accompanied, at the Lender’s request, by an English translation certified by a notary, lawyer or consulate acceptable to the Lender.

Each Borrower undertakes with the Lender that it will ensure that:

Any sums standing to the credit of any Earnings Account may be applied by the Borrowers from time to time, subject to no Event of Default having occurred, in (i) making the payments required under this Agreement (ii) the operation of the Vessel owned by the relevant Borrower and (iii) subject to Clause 10.3.14 (Share capital and distribution), payment of dividends to the Shareholder annually.

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Unless the Lender otherwise agrees in writing and subject to this Clause 16.3.2, no Borrower shall be entitled to withdraw any moneys from the Retention Account at any time during the Facility Period.

If the aggregate Earnings received in the Earnings Accounts are insufficient at any time for the required amount to be transferred to the Retention Account under Clause 16.3.1, the Borrowers shall make up the amount of the insufficiency on demand from the Lender; but, without thereby prejudicing the Lender’s right to make such demand at any time, the Lender may permit the Borrowers to make up all or part of the insufficiency by increasing the amount of any transfer under Clause 16.3.1 from the Earnings received in the next or subsequent months

At any time after the occurrence of an Event of Default, the Lender may, without prior notice to any Borrower and/or the Corporate Guarantor apply all moneys then standing to the credit of any Earnings Account and/or the Retention Account (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to Lender under the Security Documents at the time of such applications in the manner specified in Clause 15.1 (Application of moneys).

The Retention Account and all amounts from time to time standing to the credit thereof shall be subject to the security constituted and the rights conferred by the Retention Account Pledge but otherwise free of Encumbrance.

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may be made with the consent of the Lender and the Borrowers.

may be made with the consent of the Lender and the Borrowers.

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“Published Rate” means:

“Published Rate Contingency Period” means, in relation to:

“Published Rate Replacement Event” means, in relation to a Published Rate:

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

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“Quoted Tenor” means, in relation to Term SOFR, 1 month.

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Replacement Reference Rate” means a reference rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Reference Rate” will be the replacement under paragraph(ii) above;

This Agreement shall be binding upon, and enure for the benefit of, the Lender and the Borrowers and their respective successors in title.

No Borrower may assign or transfer any of its rights or obligations under this Agreement.

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If the Lender assigns all or any part of its rights or transfers all or any part of its rights, benefits and/or obligations as provided in Clause 18.3 (Transfer by a Lender), each Borrower undertakes, immediately on being requested to do so by the Lender and, to enter into, and procure that the other Security Parties shall enter into, such documents as may be necessary or desirable to transfer to the Transferee Lender all or the relevant part of the Lender’s interest in the Security Documents and all relevant references in this Agreement to the Lender shall thereafter be construed as a reference to the Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests.

The Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents without the consent of, or notice to, the Borrowers. Any such sub-participation shall have no effect on the Lender’s rights under the Security Documents.

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in each case, such Confidential Information as the Lender shall consider appropriate if:

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to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

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to provide administration or settlement services in respect of one or more of the Security Documents including without limitation, in relation to the trading of participations in respect of the Security Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this clause if the service provider to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking.

The Lender may include all or any part of the Loan in a securitisation or similar transaction without the consent of any Borrower or any Security Party. Each Borrower will (and shall procure that each Security Party will) assist the Lender as necessary to achieve a successful securitisation (or similar transaction).

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In addition to the other rights provided to the Lender under this Clause 18, the Lender may without consulting with or obtaining consent from any Security Party, at any time charge, assign or otherwise create an Encumbrance in or over (whether by way of collateral or otherwise) all or any of its rights under any Security Document to secure obligations of the Lender including, without limitation:

except that no such Encumbrance shall:

Address:             c/o Navios Shipmanagement Inc.

85 Akti Miaouli

185 38 Piraeus

Greece

Fax no:              + 30 210 453 1984

Email:                ▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇.▇▇▇

notwithstanding the provisions of Clause 19.2.1 or clause 19.2.3, a notice of Default and/or a notice given pursuant to Clause 12.2 (Acceleration) or Clause 12.3 (Demand Basis) to the Borrower shall be deemed to have been given and shall take effect when delivered, sent or transmitted by the Lender to the Borrowers to the address or fax number or the email address referred to in Clause 19.2.1;

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Address:            Shipping Division

2 Bouboulinas Str, & Akti Miaouli

Piraeus 185 35

Greece

Fax No.             ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇

Attention:           Mr. ▇▇.▇▇▇▇▇▇▇▇▇▇, ▇▇. ▇. ▇▇▇▇▇▇▇▇▇

This Agreement and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law.

For the benefit of the Lender, and subject to Clause 21.4 below, each Borrower hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction:

Each Borrower accordingly irrevocably and unconditionally submits to the jurisdiction of the English courts. Without prejudice to any other mode of service each Borrower:

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Each Borrower:

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Without prejudice to the generality of Clause 18.6 (Disclosure of Information), the jurisdiction agreement contained in this Clause 21 (Jurisdiction) shall be severable from the rest of this Agreement and shall remain valid, binding and in full force and shall continue to apply notwithstanding this Agreement or any part thereof being held to be avoided, rescinded, terminated, discharged, frustrated, invalid, unenforceable, illegal and/or otherwise of no effect for any reason.

the Lender and the Borrowers hereby agree and declare that the benefit of this Clause 21 (Jurisdiction) shall extend to and may be enforced by any officer, employee, agent or business associate of the Lender against whom any ▇▇▇▇▇▇▇▇ brings a claim in connection howsoever with any of the Security Documents or any assets subject thereto or any action of any kind whatsoever taken by, or on behalf of or for the purported benefit of the Lender pursuant thereto or which, if it were brought against the Lender, would fall within the material scope of Clause 21.1. In those circumstances this Clause 21 (Jurisdiction) shall be read and construed as if references to the Lender were references to such officer, employee, agent or business associate, as the case may be.

Regardless of any other provision in any of the Security Documents, all obligations and liabilities whatsoever of the Borrowers herein contained are joint and several and shall be construed accordingly. Each of the Borrowers agrees and consents to be bound by the Security Documents to which it becomes a party notwithstanding that the other Borrowers may not do so or be effectually bound and notwithstanding that any of the Security Documents may be invalid or unenforceable against the other Borrowers, whether or not the deficiency is known to the Lender.

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Each Borrower acknowledges that it is a principal and original debtor in respect of all amounts which may become payable by the Borrowers in accordance with the terms of any of the Security Documents and agrees that the Lender may continue to treat it as such, whether or not the Lender is or becomes aware that such Borrower is or has become a surety for the other Borrowers.

The Borrowers undertake to keep the Lender fully indemnified on demand against all claims, damages, losses, costs and expenses arising from any failure of any Borrower to perform or discharge any purported obligation or liability of that Borrower which would have been the subject of this Agreement or any other Security Document had it been valid and enforceable and which is not or ceases to be valid and enforceable against the other Borrowers on any ground whatsoever, whether or not known to the Lender including, without limitation, any irregular exercise or absence of any corporate power or lack of authority of, or breach of duty by, any person purporting to act on behalf of the other Borrowers (or any legal or other limitation, whether under the Limitation Acts or otherwise or any disability or death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding up, administration, receivership, amalgamation, reconstruction or any other incapacity of any person whatsoever (including, in the case of a partnership, a termination or change in the composition of the partnership) or any change of name or style or constitution of any Security Party (other than any Manager)).

None of the obligations or liabilities of the Borrowers under any Security Document shall be discharged or reduced by reason of:

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The Lender shall not be obliged to make any claim or demand or to resort to any security or other means of payment now or hereafter held by or available to them for enforcing any of the Security Documents against any Borrower or any other person liable and no action taken or omitted by the Lender in connection with any such security or other means of payment will discharge, reduce, prejudice or affect the liability of the Borrowers under the Security Documents to which any of them is, or is to be, a party.

Each Borrower agrees with the Lender that, throughout the Facility Period, it will not, without the prior written consent of the Lender:

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EXECUTION PAGES

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

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