EXHIBIT 10.1

Private and Confidential

DATED 13 ^th  November 2014

NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

as borrower

CREDIT SUISSE AG

as lender

FACILITY AGREEMENT FOR A USD 126,000,000

TERM LOAN FACILITY

IN FOUR ADVANCES

INCE & CO

PIRAEUS

Index

THIS AGREEMENT dated 13 ^th November 2014 is made BY and BETWEEN :

NOW IT IS HEREBY AGREED AS FOLLOWS:

This Agreement sets out the terms and conditions on which the Lender agrees to make available to the Borrower a loan of up to one hundred and twenty six million Dollars (USD126,000,000) in four Advances, for the purpose of enabling it to finance the acquisition by the Shareholder of the Guarantors.

In this Agreement, unless the context otherwise requires:

“ Advance A ” means the advance equal to the lesser of (i) USD17,000,000 and (ii) 50% of the Valuation Amount of Vessel A determined no more than 10 days prior to the Drawdown Date relating thereto or, as the context requires, the amount thereof outstanding from time to time;

“ Advance B ” means the advance equal to the lesser of (i) USD17,000,000 and (ii) 50% of the Valuation Amount of Vessel B determined no more than 10 days prior to the Drawdown Date relating thereto or, as the context requires, the amount thereof outstanding from time to time;

“ Advance C ” means the advance equal to the lesser of (i) USD44,500,000 and (ii) 60% of the Valuation Amount of Vessel C determined no more than 10 days prior to the Drawdown Date relating thereto or, as the context requires, the amount thereof outstanding from time to time;

“ Advance D ” means the advance equal to the lesser of (i) USD47,500,000 and (ii) 60% of the Valuation Amount of Vessel D determined no more than 10 days prior to the Drawdown Date relating thereto or, as the context requires, the amount thereof outstanding from time to time;

“ Advances ” means together, Advance A, Advance B, Advance C and Advance D and, in the singular, means any of them;

“ Affiliate ” means, in relation to any person, a subsidiary of that person or a company of which that person is a subsidiary or any other subsidiary of a company of which that person is a subsidiary or, in relation to a natural person, any parent, sibling or child of that person, and such person’s estate;

“ Approved Broker ” means as at the Execution Date each of (i) H Clarkson & Co. Ltd., (ii) RS Platou Shipbrokers A.S., (iii) Fearnleys AS of Grev Wedels Plass 9, P.O. Box 1158 Sentrum, Oslo N-0107 Norway and (iv) Maersk Broker K.S. (unless the Lender has given written notice to the Borrower that due to its internal policies or as a result of international sanctions it cannot do business with such broker, in which case such broker shall thereupon no longer be an “Approved Broker”) or such other reputable, independent and first class firm of shipbrokers specialising in the valuation of vessels of the relevant type agreed between the Lender and the Borrower;

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“ Approved Insurance Brokers ” means such firm of insurance brokers, appointed by an Owner, as may from time to time be approved in writing by the Lender for the purposes of this Agreement;

“ Backstop Agreement ” means an undertaking to be executed by Navios Acquisition in favour of the Borrower, in respect of the Vessel A and Vessel B in a form acceptable, in its discretion, to the Lender;

“ Backstop Agreement Assignment ” means a deed of assignment of the Backstop Agreement executed or to be executed by the Borrower, Kannika and Ocean in favour of the Lender in such form as the Lender may require in its sole discretion;

“ Banking Day ” means a day on which dealings in deposits in USD are carried on in the London Interbank Eurocurrency Market and (other than Saturday or Sunday) on which banks are open for business in London, Basel, Piraeus and New York City (or any other relevant place of payment under clause 6);

“ Borrowed Money ” means Indebtedness in respect of (i) money borrowed or raised and debit balances at banks, (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) finance leases and hire purchase contracts, (vi) swaps, forward exchange contracts, futures and other derivatives (and when calculating the value of any transaction under this paragraph, (only the marked to market value shall be taken into account), (vii) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the final Maturity Date to the extent treated as a liability under US GAAP, (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 Navios Maritime Midstream Partners L.P, a limited partnership established in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“ Break Costs ” means the aggregate amount of all losses, premiums, penalties, costs and expenses whatsoever certified by the Lender at any time and from time to time as having been incurred by the Lender in maintaining or funding the Loan or in liquidating or re-employing fixed deposits acquired to maintain the same as a result of either:

“ Casualty Amount ” means one million Dollars (USD1,000,000) (or the equivalent in any other currency);

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“ 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;

“ Charter Assignment ” means a specific assignment of each Required Charter and each Extended Employment Contract required to be executed hereunder by any Owner in favour of the Lender (including any 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 with the relevant Classification Society;

“ Classification Society ” means, in relation to each Vessel, any International Association of Classification Societies classification society which the Lender shall, at the request of the Borrower, have agreed in writing shall be treated as the classification society in relation to such Vessel for the purposes of the relevant Ship Security Documents;

“ Commitment ” means, in relation to the Loan, the maximum amount which the Lender has agreed to lend to the Borrower under clause 2.1 as reduced by any relevant term of this Agreement;

“ Compliance Certificate ” means a certificate substantially in the form set out in schedule 3;

“ Compulsory Acquisition ” means, in respect of a Vessel, requisition for title or other compulsory acquisition including, if that ship is not released therefrom within (i) ninety (90) days, 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 (ii) ninety (90) days plus, if the Extension Conditions are fulfilled but not otherwise, sixty (60) days (the “ Extended Period ”), capture, appropriation, seizure by pirates, hijackers, terrorists or similar persons, where “ Extension Conditions ” means (a) that relevant insurers are making or have undertaken in writing to make, payments to the relevant Owner for all Earnings lost as a result of such capture, appropriation or seizure during the Extended Period and (b) that the Borrower and the Lender are discussing in good faith how to remedy any adverse effect that that capture, appropriation or seizure has on the Security Parties obligations under the Security Documents;

“ Corporate Guarantee ” means the unconditional, irrevocable and on demand guarantee required to be executed hereunder by the Shareholder in such form as the Lender may require in its sole discretion;

“ Cost of Funds ” means the rate per annum determined by the Lender to be the arithmetic mean of the rate at which deposits in Dollars are offered to the Lender by leading banks in the London Interbank Market at the Lender’s request at or about 11.00 a.m. (London time) on the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the relevant currency to which such rate is to be determined for delivery on the first day of that period;

“ Debt Service ” means, in relation to any six month period following a relevant date hereunder, the aggregate amount of principal and interest (or equivalents thereof) due and payable by Group Members in respect of Borrowed Money during that six month period;

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“ Deed of Covenants ” means, in respect of each Mortgage, the deed of covenants collateral thereto required to be executed hereunder by the relevant Owner in favour of the Lender, in such form as the Lender may require in its sole discretion;

“ 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 any combination thereof) would constitute an Event of Default;

“ 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, in relation to each Advance, any date being a Banking Day falling during the Drawdown Period, on which that Advance is, or is to be, made available;

“ Drawdown Notice ” means, in relation to each Advance, a notice substantially in the form of schedule 2;

“ Drawdown Period ” means the period commencing on the Execution Date and ending on the earliest of (a) 19 December 2014, (b) any date on which the amount of the Loan is equal to the Commitment and (ii) any date on which the Commitment is reduced to zero pursuant to clauses 10.2 or 12;

“ Earnings ” means, in respect of a Vessel, all moneys whatsoever from time to time due or payable to the relevant Owner 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 relevant Owner in event of requisition of that Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Vessel, contributions in respect of general average and proceeds of any claim under any loss of earnings insurances;

“ Earnings Account ” means, in respect of each Guarantor, a USD Account required to be opened and maintained with the Lender in the name of that Guarantor designated “[NAME OF GUARANTOR] - Earnings Account” and includes any other account designated in writing by the Lender to be an Earnings Account for the purposes of this Agreement;

“ Earnings Accounts Pledge ” means, in respect of each Earnings Account, a first priority pledge over that Earnings Accounts required to be executed hereunder between the Guarantor which is the owner thereof and the Lender in such form as the Lender may require in its sole discretion, and in the plural means all of them;

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

“ EIAPP Certificate ” means 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 Ship, MARPOL 73/78 (Regulations for the Prevention of Air Pollution from Ships) in relation to a Vessel;

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“ Encumbrance ” means any mortgage, charge, pledge, lien, hypothecation, assignment, title retention, 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 the Borrower, an Owner, the Manager, or any other Group Member or any other person having a contractual relationship with the Borrower, an Owner, the Manager, or any other Group Member in connection with any 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 any Relevant Ship;

“ Environmental Approval ” means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any 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 any Relevant Ship required under any Environmental Law;

“ Environmental Claim ” means (i) any claim by 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 (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 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 Owner and/or the relevant Group Member and/or the relevant Operator are actually or contingently 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 reasonably likely to be arrested as a result and/or where the Manager and/or the relevant Owner and/or other Group Member and/or the relevant Operator are actually or contingently at fault or reasonably likely to be found at fault or otherwise howsoever liable to any administrative or legal action;

“ Environmental Laws ” means all 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 oil, oil products or any other products or substance which are 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;

“ Event of Default ” means any of the events or circumstances listed in clause 10.1;

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

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

“ Facility Period ” means the period starting on the date of this Agreement and ending on the date on which 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 Application Date ” means:

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement;

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

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

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“ 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 the Hong Kong or any other country acceptable to the Lender;

“ General Assignment ” means, in respect of each Vessel, the deed of assignment of its earnings, insurances and requisition compensation executed or to be executed by the relevant Owner in favour of the Lender in such form as the Lender may require in its sole discretion 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 Borrower and its subsidiaries;

“ Group Member ” means any member of the Group;

“ Guarantee ” means each unconditional, irrevocable and on demand guarantees of the obligations of the Borrower under this Agreement required to be executed by the Guarantors in favour of the Lender in such form as the Lender may require in its sole discretion, and in the plural means all of them;

“ Guarantor ” means each of:-

Shinyo Kannika Limited (“ Kannika ”) and 

Shinyo Ocean Limited (“ Ocean ”)

each a company incorporated in Hong Kong and having its registered office at 15/F Tower One Lippo Center, 89 Queensway Admiralty, Hong Kong; and

Shinyo Kieran Limited (“ Kieran ”) and 

Shinyo Saowalak Limited (“ Saowalak ”)

each a company incorporated in the British Virgin Islands and having its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; and

and in the plural means all of them;

“ IAPP Certificate ” means 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 Ship, MARPOL 73/78 (Regulations for the Prevention of Air Pollution from Ships) in relation to a Vessel;

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

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“ Insurances ” means, in respect of 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 relevant Owner (whether in the sole name of the Owner or otherwise) in respect of that Vessel and her Earnings 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 year, the aggregate interest payable by the Group and any member thereof on any Borrowed Money during such period;

“ Interest Payment Date ” means, in relation to each Advance, the last Banking Day of an Interest Period and, if an Interest Period is longer than 3 months, the date falling at the end of each successive period of 3 months during such Interest Period starting from its commencement;

“ Interest Period ” means each period for the calculation of interest in respect of the Loan or, as the case may be, Advance ascertained in accordance with the provisions of clause 3.2;

“ ISM Code ” means in relation to its application to the Owners, 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 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;

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“ Latest Accounts ” means, in respect of any financial quarter or financial year of the Group, the latest consolidated audited financial statements (in respect of each financial half-year or each financial year, as the case may be) required to be prepared in accordance with US GAAP pursuant to clause 8.1.6 (a) and (b);

“ Lender ” means Credit Suisse AG having its registered office at Paradeplatz 8, 8001 Zurich. Switzerland and acting through its office at St. Alban-Graben 1-3, 4002 Basel, Switzerland;

“ LIBOR ” means the London Interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for USD for the relevant period on the relevant Quotation Day displayed on page LIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters or, if such quotation is not available, means the Cost of Funds;

“ Liquidity ” means the aggregate of all cash deposits (including, in respect of balances on the Earnings Account, the amounts required to be credited thereto pursuant to clause 8.1.18) to and cash equivalents legally and beneficially owned by any Group Member which:

“ Loan ” means the aggregate principal amount in respect of the Loan Facility owing to the Lender 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 the amount of up to USD126,000,000;

“ Loss Payable clauses ” means, in respect of a Vessel, the provisions regulating the manner of payment of sums receivable under the Insurances which are to be incorporated in the relevant insurance documents, such provisions to be in the forms set out in schedule 1 to the General Assignment relating thereto or in such other forms as may from time to time be required or agreed in writing by the Lender;

“ Management Agreement ” means, in respect of each Mortgaged Vessel, the agreement (as amended and/or otherwise up-dated) made or to be made between the Borrower (on behalf of each Owner) and the Manager, in a form previously approved in writing by the Lender;

“ Manager ” means Navios Tankers Management Inc., a company incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 or (without the need for the Lender’s consent) an affiliate thereof or any other person appointed by an Owner, with the prior written consent of the Lender, as the technical and commercial manager of a Mortgaged Vessel;

“ Manager’s Undertakings ” means the undertakings and assignments required to be executed hereunder by the Manager in favour of the Lender in respect of each of the Vessels each in such form as the Lender may require in its sole discretion and in the plural means all of them;

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“ Mandatory Cost ” means in respect of any Interest Period the amount which the Lender certifies is the cost to it for making available the Loan for that Interest Period as a result of the Lender’s compliance with any regulation;

“ Margin ” means 3.00% per annum;

“ Material Adverse Effect ” means any event or occurrence which the Lender reasonably determines has had or could reasonably be expected to have a material adverse effect on (i) the Lender’s rights under, or the security provided by, any Security Document, (ii) the ability of any Security Party to perform or comply with any of its obligations under any Security Document or (iii) the value or nature of the property, assets, operations, liabilities or financial condition of any Security Party;

“ Maturity Date ” means, in respect of each Advance, the earlier of (i) the date falling 5 years after the Drawdown Date in respect thereof and (ii) 30 November 2019;

“ MII & MAP Policy ” means a mortgagee’s interest and pollution risks insurance policy (including additional perils (pollution) cover) in respect of each Mortgaged Vessel to be effected by the Lender on or before the first Drawdown Date to cover the Mortgaged 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 as may be acceptable to the Lender in its sole discretion, insuring a sum of at least one hundred and twenty per cent (120%) of the Loan in respect of mortgagee’s interest insurance and one hundred and twenty per cent (120%) of the Loan in respect of additional perils cover;

“ Money Laundering ” has the meaning given to it in Article 1 of Directive 2005/60/EC of the European Parliament and of the Council of the European Union;

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

“ Mortgage ” means, in respect of each Vessel, the first priority mortgage thereof required to be executed hereunder by the Owner thereof in favour of the Lender, each in such form as the Lender may require in its sole discretion and in the plural means all of them;

“ Mortgaged Vessel ” means, at any relevant time, a Vessel which is at such time subject to a Mortgage and a Vessel shall, for the purposes of this Agreement, be regarded as a Mortgaged Vessel as from the date on which the Mortgage of that Vessel has been executed and registered in accordance with this Agreement until whichever shall be the earlier of (i) the payment in full of the amount required to be paid to the Lender pursuant to clause 4.3 or 4.6 following the Total Loss or sale respectively of such Vessel and (ii) the end of the Facility Period;

“ Navios Acquisition ” means Navios Maritime Acquisition Corporation, a corporation incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands;

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“ Navios GP ” means Navios Maritime Midstream Partners GP LLC, a limited liability company organised and existing under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands

“ Navios Holdings ” means Navios Maritime Holdings Inc., a corporation incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands;

“ Negative Shares Pledge ” means, in respect of each Guarantor, the negative pledge of the shares of and in such Guarantor to be executed by the Shareholder each in favour of the Lender in such form as the Lender may require in its sole discretion and in the plural means all of them;

“ Net Profit ” means for each financial year of the Borrower, the Net Profit as set out in the relevant Latest Accounts;

“ Net Worth ” means by reference to the Latest Accounts, the Total Assets (based on book values) less Total Liabilities of the Group excluding the value of any goodwill;

“ Notice of Assignment of Insurances ” means, in respect of a Vessel, a notice of assignment in the form set out in schedule 2 to the General Assignment relating thereto or in such other form as may from time to time be required or agreed in writing by the Lender;

“ 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;

“ Owner ” means, in relation to:

and in the plural means all of them;

“ Permitted Encumbrance ” means any Encumbrance in favour of the Lender created pursuant to the Security Documents and Permitted Liens;

“ Permitted Liens ” means any lien on a Vessel for master’s, officer’s or crew’s wages outstanding in the ordinary course of trading, any lien for salvage and any ship repairer’s or outfitter’s possessory lien for a sum not (except with the prior written consent of the Lender) exceeding the Casualty Amount (as defined in the Ship Security Documents for such Vessel);

“ Permitted Owners ” means, in relation to the Borrower, any one or more of Navios Holdings, Navios Acquisition, (as long as the percentage of Navios Maritime Partners L.P. owned by Navios Holdings remains equal to or greater than the percentage owned by it as at the Execution Date) Navios Maritime Partners L.P., any of their respective subsidiaries, Navios GP and, as legal and/or beneficial owner, Mrs. Angeliki Frangou;

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“ 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);

“ Purchase Agreement ” means, in respect of (i) in respect of Kannika, Ocean and Saowalak, the First Contribution and Conveyance Agreement and (ii) in respect of Kieran, Second Contribution and Conveyance Agreement, respectively made or to be made between (inter alia) the relevant Seller as seller, the Borrower, Navios Acquisition and the Shareholder in respect of the acquisition by the Shareholder of all of the issued shares of and in that Guarantor on terms and at a price acceptable to the Lender;

“ Quotation Day ” means, in relation to any period for which an interest rate is to be determined, two (2) Banking Days before the first day of that period unless market practice differs in the London interbank market, in which case the Quotation Day will be determined by the Lender in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days);

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

“ Relevant Ship ” means each of the Vessels 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 Dates ” means, subject to clause 6.3, in respect of each Advance, each of the dates falling at quarterly intervals after the Drawdown Date in respect thereof, up to and including the date falling 60 months after the Execution Date;

“ 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 Borrower lawfully to borrow the loan or draw any Advance 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 which is at any relevant time 135% of the Loan;

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

“ Restricted Countries ” means Cuba, Iran, Myanmar, North Korea, Sudan and Syria and any additional countries notified by the Lender to the Borrower based on respective sanctions being imposed by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any of the regulative bodies referred to in the definition of Restricted Persons;

“ Restricted Persons ” means persons, entities or any other parties (i) located, domiciled, resident or incorporated in Restricted Countries, (ii) subject to any sanction administrated by the United Nations, the European Union, the State Secretariat for Economic Affairs of Switzerland (“SECO”), OFAC, HM Treasury of the United Kingdom, the Monetary Authority of Singapore (“MAS”) and the Hong Kong Monetary Authority (“HKMA”) and/or any other applicable country and/or (iii) owned or controlled by or affiliated with persons, entities or any other parties as referred to in (i) and (ii);

“ Security Documents ” means this Agreement, the Guarantees, the Mortgages, the Deeds of Covenants, the Corporate Guarantee, the General Assignments, the Charter Assignments, the Earnings Accounts Pledges, the Manager’s Undertakings, the Negative Shares Pledges, the Backstop Agreement 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 Borrower pursuant to this Agreement (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement);

“ Security Party ” means the Borrower, the Guarantors, the Shareholder, the Manager or any other person who may at any time be a party to any of the Security Documents (other than the Lender and Navios Acquisition);

“ Security Value ” means the amount in USD (as confirmed by the Lender) which is, at any relevant time, the aggregate of (a) the Valuation Amounts of the Mortgaged Vessels as most recently determined in accordance with clause 8.2.2 and (b) the net realizable market value of any additional security actually provided from time to time to the Lender pursuant to clause 8.2.1(b);

“ Seller ” means (i) in respect of Kieran, Amindra Navigation Co. and (ii) in respect of Kannika, Ocean and Saowalak, Aegean Sea Maritime Holdings Inc., each being a corporation incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“ Shareholder ” means Navios Maritime Midstream Operating LLC, a limited liability company incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“ Ship Security Documents ” means, in relation to each Vessel, the relevant Mortgage, the Deed of Covenants, the relevant General Assignment, any relevant Charter Assignment and the relevant Manager’s Undertakings;

“ subsidiary ” of a person means any company or entity directly or indirectly controlled by such person, and for this purpose “control” means either the ownership of more than fifty per cent (50%) of the voting share capital (or equivalent rights of ownership) of such company or entity;

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“ 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);

“ Total Assets ” and “ Total Liabilities ” mean, respectively, the total assets and total liabilities of the Group as evidenced at any relevant time by the Latest Accounts, provided that unencumbered cash (which shall have the meaning given thereto under US GAAP) shall be deducted from Total Assets and Total Liabilities;

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

“ Underlying Documents ” means, together, the Backstop Agreement, the Purchase Agreement, the Required Charters and the Management Agreements;

“ Unlawfulness ” means any event or circumstance which either is or, as the case may be, might in the opinion of the Lender become the subject of a notification by the Lender to the Borrower under clause 12.1;

“ USA ” means the United States of America;

“ Valuation Amount ” means, in respect of each Vessel, the value thereof as most recently determined under clause 8.2.2; and

“ Vessel ” means each of Vessel A, Vessel B, Vessel C and Vessel D and in the plural means all of them.

Words and expressions defined in Schedule 4 (Vessel Details) when used in this Agreement shall have the meanings given to them in Schedule 4 (Vessel Details) as if the same were set out in full in this clause 1.2.

In this Agreement, unless the context otherwise requires:

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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 18, 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.

In reliance upon each of the representations and warranties in clause 7, the Lender agrees to make available by way of loan to the Borrower on the terms of this Agreement the principal sum of up to USD126,000,000 for the purpose of enabling it to finance the acquisition by the Shareholder of all of the issued shares of and in the Guarantors.

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provided that the fourth Advance to be drawn down shall be in an amount of no more than the lesser of (A) the amount relative to that Advance referred to above in this clause 2.3.1 and (B) such amount as, when drawn down, will make the Loan equal to 55% of the aggregate Valuation Amounts of the Mortgaged Vessels at that Drawdown Date.

(the Valuation Amount in each case being determined no more than 10 days prior to the relevant Drawdown Date).

If an Advance is not drawn in full the undrawn amount shall be cancelled and the amount of each repayment instalment for that Advance shall be reduced proportionately.

The Borrower acknowledges that payment of any Advance to the account referred to in the relevant Drawdown Notice shall satisfy the obligation of the Lender to lend that Advance to the Borrower under this Agreement.

If any Advance is not drawn down by the end of the Drawdown Period, the Commitment in respect of that Advance shall thereupon be automatically cancelled and the Lender shall have no further obligation under this Agreement in respect of that Advance.

Without prejudice to the Borrower’s obligations under clause 8.1.4, the Lender shall have no responsibility for the application of the proceeds of any Advance or any part thereof by the Borrower.

The Borrower must pay interest on each Advance in respect of each Interest Period relating thereto on each Interest Payment Date relating thereto at the rate per annum determined by the Lender to be the aggregate of (a) the Margin, (b) LIBOR for that Interest Period and (c) any Mandatory Cost for that Interest Period.

The Borrower may by notice received by the Lender not later than 10 a.m. on the second Banking Day before the start of each Interest Period request that such Interest Period shall have a length of three (3), six (6) or twelve (12) months or such other longer period as the Borrower may select and the Lender may, subject to market availability, agree.

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If the Borrower fails to pay any sum (including, without limitation, any sum payable pursuant to this clause 3.4) on its due date for payment under any of the Security Documents, the Borrower must pay interest on such sum on demand from the due date up to the date of actual payment (as well after as before judgment) at a rate determined by the Lender pursuant to this clause 3.4. The period starting on such due date and ending on such date of payment shall be divided into successive periods of not more than three (3) months as selected by the Lender each of which (other than the first, which shall start on such due date) shall start on the last day of the preceding such period. The rate of interest applicable to each such period shall be the aggregate (as determined by the Lender) of (a) two per cent (2%) per annum, (b) the Margin, (c) LIBOR for such periods and (d) any Mandatory Cost for such periods. Such interest shall be due and payable on demand, or, if no demand is made, then on the last day of each such period as determined by the Lender and on the day on which all amounts in respect of which interest is being paid under this clause are paid, and each such day shall, for the purposes of this Agreement, be treated as an Interest Payment Date, provided that if such unpaid sum is an amount of principal which became due and payable by reason of a declaration by the Lender under clause 10.2.2 or a prepayment pursuant to clauses 4.3, 4.4, 4.5, 8.2.1(a) or 12.1, on a date other than an Interest Payment Date relating thereto, the first such period selected by the Lender shall be of a duration equal to the period between the due date of such principal sum and such Interest Payment Date and interest shall be payable on such principal sum during such period at a rate of two per cent (2%) above the rate applicable thereto immediately before it shall have become so due and payable. If, for the reasons specified in clause 3.5.1, the Lender is unable to determine a rate in accordance with the provisions of this clause 3.4, interest on any sum not paid on its due date for payment shall be calculated at a rate determined by the Lender to be two (2.0) per cent per annum above the aggregate of the Margin and the cost of funds to the Lender compounded at such intervals as the Lender selects.

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the Lender shall promptly give notice (a “ Determination Notice ”) thereof to the Borrower. A Determination Notice shall give brief details of the circumstances giving rise to its issue. After the giving of any Determination Notice any undrawn amount of the Commitment may not be borrowed until notice to the contrary is given to the Borrower by the Lender;

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If the maximum amount of an Advance available under this Agreement is not drawn then the amount of each repayment instalment (including the balloon instalment) for that Advance shall be reduced pro rata by an amount equal, in aggregate, to such undrawn amount.

The Borrower may, subject to having given 10 days prior notice thereof to the Lender, prepay any Advance in whole or part (such part being USD100,000 or any larger sum which is an integral multiple of such amount) on any Interest Payment Date in respect of that Advance, without premium or penalty.

On the date falling one hundred and eighty (180) days after that on which a Mortgaged Vessel became a Total Loss or, if earlier, on the date upon which the relevant insurance proceeds are, or Requisition Compensation (as defined in the Deed of Covenants for such Vessel) is, received by the relevant Owner (or the Lender pursuant to the Security Documents), the Borrower must prepay the Loan by an amount equal to the greater of (i) the Advance relating to that Mortgaged Vessel and (ii) such amount of the Loan as would need to be prepaid to ensure

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

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On the date of completion of the sale of a Mortgaged Vessel the Borrower must prepay the Loan by an amount equal to the greater of (i) the Advance relating to that Mortgaged Vessel and (ii) such amount of the Loan as would need to be prepaid to ensure

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The Borrower shall pay to the Lender an arrangement fee of USD1,449,000 payable in three instalments of (i) USD217,350 on the Execution Date (if not already paid), (ii) USD507,150 on the first Drawdown Date and (iii) USD724,500 on 1 ^st  January 2015.

The Borrower agrees to reimburse the Lender on a full indemnity basis within ten (10) days of demand all expenses and/or disbursements whatsoever (including without limitation legal, printing, travel and out of pocket expenses and expenses related to the provision of legal and insurance opinions referred to in schedule 3) certified by the Lender as having been incurred by them from time to time:

together with interest at the rate referred to in clause 3.4 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) properly 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 Borrower 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, the Loan or any Advance and agree to indemnify the Lender against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes.

All payments to be made by the Borrower under any of the Security Documents must be made in full, without any set-off or counterclaim whatsoever and, subject to clause 6.6, free and clear of any deductions or withholdings, in USD not later than 11 a.m. New York time on the due date to the account of the Lender with Credit Suisse AG, Ship Finance, Switzerland (account number 0073-9500000-98-780; SWIFT address: CRESCHZZ40A) through US correspondent bank, Bank of New York Mellon, New York City (SWIFT address: IRVTUS3NXXX), or to such other account with such other bank as the Lender may from time to time notify to the Borrower.

The proceeds of each Advance to be advanced by the Lender to the Borrower under this Agreement must be remitted in USD on the relevant Drawdown Date to the account or accounts specified in the relevant Drawdown Notice.

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

All interest and other payments of an annual nature under any of the Security Documents shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360 day year.

If any sum due from the Borrower 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 the Borrower, (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, the 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 at which the Lender may in the ordinary course of business 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 the Borrower under this clause 6.5 shall be

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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 the Borrower must make any deduction or withholding in respect of Taxes or deduction in respect of any royalty payment, duty, assessment or other charge or otherwise from any payment due under any of the Security Documents for the account of the Lender, the sum due from the Borrower 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 the Borrower must indemnify the Lender against any losses or costs incurred by it by reason of any failure of the 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. Provided however that if the Lender shall be or become entitled to any Tax credit or relief in respect of any Tax which is deducted from any payment by the Borrower and it actually receives a benefit from such Tax credit or relief in its country of domicile, incorporation or residence, the Lender shall, subject to any laws or regulations applicable thereto, pay to the Borrower after such benefit is effectively received by it, such amounts (which shall be conclusively certified by the Lender) as shall ensure that the net amount actually retained by the Lender is equal to the amount which would have been retained if there had been no such deduction. The 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.

The Lender agrees to maintain a control account showing the Loan and other sums owing by the Borrower 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 conclusive as to the amount from time to time owing by the Borrower under the Security Documents.

Where any sum is to be paid under the Security Documents to the Lender, the Lender may assume that the payment will be made when due and the Lender may (but shall not be obliged to) make such sum available to the person so entitled. If it proves to be the case that such payment was not made to the Lender, then the person to whom such sum was so made available must on request refund such sum to the Lender together with interest thereon sufficient to compensate the Lender for the cost of making available such sum up to the date of such repayment and the person by whom such sum was payable must indemnify the Lender for any and all loss or expense which the Lender may sustain or incur as a consequence of such sum not having been paid on its due date.

If, on any date on which a payment is due to be made by the Borrower under any of the Security Documents, the amount received by the Lender from the Borrower falls short of the total amount of the payment due to be made by the Borrower on such date then, without

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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 the Borrower in or towards discharge of the obligations of the Borrower under the Security Documents in the following order, notwithstanding any appropriation made, or purported to be made, by the Borrower:

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until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

The Borrower represents and warrants to the Lender that:

each of the Security Parties is duly incorporated and validly existing 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 their respective property and other assets to which it has unencumbered legal and beneficial title except as disclosed to the Lender in writing;

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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 the 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;

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 any 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 Default has occurred;

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

except for the registration of the Mortgages in the relevant register under the laws of the relevant Flag State through the relevant Registry and of the relevant Ship Security Documents at the companies registry of Hong Kong in respect of Kannika and Ocean, and of the British Virgin Islands in respect of Kieran and Saowalak, 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

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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 and 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 the Mortgages, the Deed of Covenants and the Earnings Accounts Pledge), the choice of the law of the Flag State to govern the Mortgages and the Deed of Covenants, the choice of Swiss law to govern the Earnings Accounts 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;

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 Borrower in respect of the relevant financial year as delivered to the Lender present or will present fairly and accurately the financial position of the Borrower and the consolidated financial position of the Group as at the date thereof and the results of the operations of the Borrower and the consolidated results of the operations of the Group for the financial year ended on such date and, as at such date, neither the Borrower nor any of its subsidiaries had 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 the Borrower under this Agreement are direct, general and unconditional obligations of the Borrower and rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Borrower except for obligations which are mandatorily preferred by operation of law and not by contract;

all information, whatsoever provided by any Security Party 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 and there has not occurred any event which could have a Material Adverse Effect on any Security Party since such information was provided to the Lender; there are, or will be, no other facts the omission of which would make any fact or statement therein misleading;

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no Taxes anywhere are imposed whatsoever by withholding or otherwise on any payment to be made by any Security Party 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;

The Borrower has carried out its own investigations and due diligence in respect of any Taxes payable by it or any Security Party, or incurred or likely to be incurred by it or any Security Party under or pursuant to this Agreement and/or the Security Documents and their compliance with their obligations thereunder;

the Borrower shall apply the Loan only for the purposes specified in clauses 1.1 and 2.1;

throughout the Facility Period, each Mortgaged Vessel will, following the Drawdown Date in respect of the Advance relative thereto, be:

except with the prior consent of the Lender, there will not be any agreement or arrangement whereby the Earnings (as defined in the relevant Ship Security Documents) of any Mortgaged Vessel may be shared howsoever with any other person (it being understood that any arrangement under which the Borrower receives a share of income received by a charterer of its Vessel is not subject to this clause);

no Mortgaged Vessel nor its Earnings, Insurances or Requisition Compensation (each as defined in the relevant Ship Security Documents) nor the Earnings Account nor any Extended Employment Contract in respect of such Mortgaged 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;

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except as may already have been disclosed by the Borrower in writing to, and acknowledged and accepted in writing by, the Lender:

each of the Owners has complied with and continues to comply with and has procured that the Manager has complied with and continues to comply with the ISM Code, the ISPS Code and all other statutory and other requirements relative to its business and in particular each Owner or the Manager has obtained and maintains a valid DOC and SMC and when the same becomes applicable to any Vessel, an IAPPC duly issued by that Vessel’s Flag State for each Vessel and that it and the Manager has implemented and continues to implement an ISM SMS;

the Certified Copies or originals of the Underlying Documents delivered or to be delivered to the Lender pursuant to clause 9.1 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;

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

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understands that the Lender - be it due to applicable laws or due to internal rules and regulations - is prohibited from conducting transactions, including finance transactions, with the government of or any person or entity owned or controlled by the government of Restricted Countries or Restricted Persons; and

On each day throughout the Facility Period, the Borrower shall be deemed to repeat the representations and warranties in clause 7.1 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.

The Borrower undertakes with the Lender that, from the Execution Date until the end of the Facility Period, it will:

promptly inform the Lender of (a) any 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 and (b) as soon as the same is instituted 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 of the Mortgaged Vessels (including, but not limited to any Total Loss of a Mortgaged 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 Default has occurred and is continuing and no such Proceedings are on foot or threatened;

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 under each of the Security Documents;

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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 and ensure that each Guarantor is owned, directly or through other companies, by the Borrower;

use the Advances exclusively for the purposes specified in clauses 1.1 and 2.1;

ensure that its obligations under this Agreement shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

send to the Lender (or procure that is sent):

deliver to the Lender on the dates of which the accounts and financial statements must be delivered to the Lender under clause 8.1.6, a Compliance Certificate signed by the chief financial officer and a director of each Guarantor together with such supporting information as the Lender may require.

provide the Lender, and procure that the Guarantors provide the Lender, with such financial or other information concerning the Borrower and the Guarantors and their respective financial condition, affairs, activities, financial standing, Indebtedness and operations and the performance of the Mortgaged Vessels as the Lender may from time to time reasonably require and all other documentation and information as the Lender may from time to time require in order to comply with its, and all other relevant, know-your-customer regulations;

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duly and punctually perform each of the obligations expressed to be imposed or assumed by them under the Security Documents and Underlying Documents and will procure that each of the other Security Parties will, duly and punctually perform each of the obligations expressed to be assumed by it under the Security Documents and the Underlying Documents to which it is a party;

without prejudice to the generality of clause 8.1.14, comply with, and will procure that any Operator will comply with, and ensure that the Mortgaged Vessels and any Operator comply with the requirements of the ISM Code, including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto throughout the Security Period (as defined in the Mortgages and the Deed of Covenants);

immediately inform the Lender if there is any actual withdrawal of any Guarantor’s or any Operator’s DOC or the SMC of any Mortgaged Vessel;

and will procure that any Operator will promptly inform the Lender of the receipt by any Owner or any Operator of notification that its application for a DOC or any application for an SMC for any Mortgaged Vessel has been refused;

and will procure that the Manager or any Operator will:

comply with, and will ensure that the Manager, each Owner and each Mortgaged Vessel complies with, all relevant Environmental Laws, laws, statutes, directives, regulations, decrees, rulings and analogous rules (including, but not limited to, rules relating to international sanctions) and regulations and pay all taxes for which it is liable as they fall due and has or have at all times all trading certificates necessary to carry out the trade in which the Mortgaged Vessels are engaged at any relevant time;

(i) deliver to the Lender a Certified Copy of each Extended Employment Contract upon its execution, (ii) forthwith thereupon execute (a) a Charter Assignment in respect thereof and (b) any notice of assignment required in connection therewith and use commercially

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reasonable efforts to procure the acknowledgement of any such notice of assignment by the relevant charterer (provided that any failure to procure the same shall not constitute an Event of Default) and (iii) pay all legal and other costs incurred by the Lender in connection with any such Charter Assignments, forthwith following the Lender’s demand.

serve on the relevant charterers notices of assignment pursuant to the Charter Assignments and thereafter use all commercially reasonable efforts to obtain and deliver to the Lender acknowledgements of those notices duly signed by the relevant charterer (provided that any failure to procure the same shall not constitute and Event of Default);

ensure that throughout the Facility Period each Mortgaged Vessel will, following the Drawdown Date in respect of the Advance relative thereto, be classed with the relevant Classification free of all qualifications or recommendations of the relevant Classification Society (other than those which have been or are being complied with in accordance with their terms and which are not by their terms overdue for compliance) and shall, upon the Lender’s request, arrange to have all class records of each Mortgaged Vessel made available to the Lender;

procure that

permit the Lender, at the cost of the Borrower and upon receipt of at least 15 days written notice, by surveyors or other persons appointed by it for such purpose, to board any Mortgaged Vessel at any reasonable time for the purpose of inspecting her in order to ascertain that she is in satisfactory condition and maintains specifications acceptable to the Lender, and to afford all proper facilities for such inspections and for this purpose to give the Lender reasonable advance notice of any intended drydocking of each Vessel (whether for the purpose of classification, survey or otherwise) and to pay the costs (i) prior to the occurrence of an Event of Default, in respect of one inspection in each calendar year and (ii) in respect of all inspections following to the occurrence of an Event of Default which is continuing;

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ensure that all Indebtedness of the Borrower or any Guarantor to its shareholders, to the Manager or to any other Group Member is fully subordinated to the Loan, all on terms acceptable to the Lender;

procure that Navios Acquisition complies with its obligations under and in accordance with the Backstop Agreement and that any payments made by Navios Acquisition thereunder are credited to the Earnings Account of the Owner in respect of which that payment is made.

If, at any time after the first Drawdown Date, the Security Value shall be less than the Required Security Amount, the Lender shall give notice to the Borrower requiring that such deficiency be remedied and then the Borrower must within thirty (30) days of the date of receipt by the Borrower of the Lender’s said notice, either:

The provisions of clauses 4.5 shall apply to prepayments under clause 8.2.1(a) provided that the Lender shall apply such prepayments (i) pro rata against the Advances, (ii) in pro rata reduction of the repayment instalments of each Advance under clause 4.1.

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The Valuation Amount of each Mortgaged Vessel shall, for the purposes of this Agreement, be a written valuation of the relevant Mortgaged Vessel prepared in USD by an Approved Broker appointed by the Borrower, unless the Lender wishes, in its discretion, to get a valuation prepared by a second Approved Broker appointed by the Lender, in which case the Valuation Amount shall be the arithmetic mean of those two valuations.

In each case such valuations must be made with or without physical inspection (at the discretion of the Lender), 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 or burden of any charterparty or other engagement concerning the relevant Mortgaged Vessel,

provided that , in each case, if an Approved Broker provides a range of valuations, the lowest of these figures shall be deemed to be the valuation provided by that Approved Broker for the purposes of this clause.

Valuations shall be obtained:

The Approved Brokers’ valuations for each Mortgaged Vessel on each such occasion shall constitute the Valuation Amount of such Mortgaged Vessel for the purposes of this Agreement until superceded by the next such valuation.

The Borrower undertakes with the Lender to supply to the Lender and to the Approved Broker such information concerning the relevant Mortgaged Vessel and its condition as such shipbrokers may require for the purpose of determining any Valuation Amount.

All costs in connection with obtaining and determining (i) any Valuation Amount pursuant to clause 8.2.2(a), (ii) prior to the occurrence of an Event of Default, the Valuation Amount pursuant to clause 8.2.2(b) once in each calendar year, (iii) any Valuation Amount pursuant to clause 8.2.2(b) after the occurrence of a Default, (iv) any Valuation Amount which obliges the Borrower to make a prepayment of the Loan or provide additional security in accordance with clause 8.2.1, and (v) any valuation either of any additional security for the purposes of ascertaining the Security Value at any time or necessitated by the Borrower electing to constitute additional security pursuant to clause 8.2.1(b), must be paid by the Borrower and all costs in connection with obtaining and determining any Valuation Amount under clause 8.2.2(b) prior to the occurrence of a Default shall be at the cost of the Lender.

For the purposes of this clause 8.2, the market value (i) of any additional security over a ship (other than the Vessels) shall be determined in accordance with clause 8.2.2 and (ii) of any other additional security provided or to be provided to the Lender shall be determined by the Lender.

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In connection with any additional security provided in accordance with this clause 8.2, the Lender shall be entitled to receive (at the Borrower’s expense) such evidence and documents of the kind referred to in schedule 3 as may in the Lender’s opinion be appropriate and such favourable legal opinions as the Lender shall, in its absolute discretion require.

The Borrower undertakes with the Lender that, from the Execution Date until the end of the Facility Period, it will not, without 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 shares owned by it in the Shareholder or permit any Guarantor to permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of its respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of any Group Member or any other person, unless the same is reasonably required in the ordinary course of business;

merge or consolidate, or permit the Shareholder or any Guarantor to merge or consolidate, with any other person;

sell, transfer or otherwise dispose of or cease to exercise direct control, or permit the Shareholder to sell, transfer or otherwise dispose of or cease to exercise direct control, over, all or substantially all of its respective present or future undertaking, assets, rights or revenues or permit any Guarantor to 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 its present or future undertaking, assets, rights or revenues (otherwise than by transfers, sales or disposals for full consideration in the ordinary course of trading), in each case whether by one or a series of transactions related or not;

permit any Guarantor to undertake any business other than the ownership and operation of the Vessels or permit the Owners to employ anyone other than the Manager as commercial and technical manager of the Vessels;

permit any Guarantor to acquire any assets other than the Vessels and rights arising under contracts entered into by or on behalf of the Guarantors in the ordinary course of their businesses of owning, operating and chartering the Vessels;

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permit any Guarantor incur any obligations (to any Group Member or otherwise) except for obligations arising under the Security Documents or contracts entered into in the ordinary course of their business of owning, operating and chartering the Vessels, and not to enter into any hedging or swap arrangements with any third party except on terms that the same are unsecured and fully subordinated to the Loan on terms acceptable to the Lender;

permit any Guarantor to incur any Indebtedness except for Indebtedness pursuant to the Security Documents other than, as long as the liquidity of the Group is not materially affected thereby, (i) in the ordinary course of trading or (ii) if the same is fully subordinated to the Loan on terms acceptable to the Lender;

permit any Guarantor to 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;

permit any Guarantor to 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, as long as the liquidity of the Group is not materially affected thereby, for (i) guarantees from time to time required in the ordinary course of business by any protection and indemnity or war risks association with which a Vessel is entered, guarantees required to procure the release of such Vessel from any arrest, detention, attachment or levy or guarantees required for the salvage of a Vessel and (ii) such other guarantees to which the Lender shall have consented in writing;

permit any Guarantor to make any loans or grant any credit (save for normal trade credit in the ordinary course of business) to any person or agree to do so;

permit any Indebtedness of any Guarantor to any person (other than 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 in the ordinary course by any protection and indemnity or war risks association with which a Vessel is entered, guarantees required to procure the release of such Vessel from any arrest, detention, attachment or levy, guarantees or undertakings required for the salvage of a Vessel);

permit any Guarantor to form or acquire any subsidiaries;

permit any Guarantor to change the name, Manager, flag, Classification or Classification Society of any Vessel;

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and the Lender shall give or withhold its consent within three (3) Banking Days’ of receipt by it of any request under this clause;

permit any Vessel to carry nuclear waste or radioactive material;

and confirms that it will not, and it will procure that the Shareholder and the Guarantors do not, transfer, make use of or provide the benefits of any money, proceeds or services provided by or received from the Lender to any Restricted Persons or conduct any business activity (such as entering into any ship acquisition agreement, any ship refinancing agreement and/or any charter agreement) related to a vessel, project, asset or otherwise for which money, proceeds or services have been received from the Lender with any Restricted Persons;

permit Kannika or Ocean to, or (i) agree to any amendment or variation of the Backstop Agreement, (ii) release Navios Acquisition from any of Navios Acquisition’s obligations under the Backstop Agreement or waive any breach of Navios Acquisition’s obligations thereunder or consent to any such act or omission of Navios Acquisition as would otherwise constitute such breach, (iii) terminate the Backstop Agreement for any reason whatsoever, (iv) grant any consent which may be required from the Borrower under the Backstop Agreement, or (v) discharge, release, compromise or waive any claims any of them has against Navios Acquisition arising out of the Backstop Agreement;

become a FATCA FFI or a US Tax Obligor and shall procure that no Security Party shall do so; or

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use any Vessel other than as a civil merchant trading vessel.

Provided that no Default has occurred or shall be caused thereby, the Borrower, the Shareholder and the Guarantors may declare or pay dividends or distribute any of its present or future assets, undertakings, rights or revenues and, in the case of the Borrower, buy back its units.

The Borrower covenants with the Lender and undertakes to procure that throughout the Facility Period, each Owner in respect of the Mortgaged Vessel owned by it:

to insure and keep such Mortgaged Vessel insured free of cost and expense to the Lender and in the sole name of the relevant Owner:

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and to pay to the Lender the cost (as conclusively certified by the Lender) of (aa) any mortgagee’s interest insurance (including Mortgagee’s Interest Insurance (“ MII ”) and Mortgagee’s Additional Perils (Pollution) Insurance (“ MAP ”) coverage) which the Lender may from time to time effect in respect of such Mortgaged Vessel and the other Mortgaged Vessels upon such terms and in such amounts (being in any event no less than one hundred and twenty per cent (120%) of the Loan in respect of MII coverage and one hundred and twenty per cent (120%) of the Loan in respect of MAP coverage) as it shall deem desirable; and (bb) any other insurance cover which the Lender may from time to time effect in respect of such Mortgaged Vessel and/or in respect of its interest and potential third party liability as mortgagee of such Mortgaged Vessel as the Lender shall deem desirable having regard to any limitations in respect of amount or extent of cover which may from time to time be applicable to any of the other insurances referred to in this clause 8.5(a);

to effect the insurances aforesaid in such currency as the Lender, may approve and through the Approved Insurance Brokers and with such insurance companies and/or underwriters as shall from time to time be approved in writing by the Lender and which are of a rating acceptable to the Lender; provided however that the insurances against war risks and protection and indemnity risks may be effected by the entry of such Mortgaged Vessel with such war risks and protection and indemnity associations which is a member of the International Group of P&I Clubs as shall from time to time be approved in writing by the Lender;

if any of the insurances referred to in clause 8.5(a) form part of a fleet cover, to procure that the Approved Insurance Brokers shall undertake to the Lender that they shall neither set off against any claims in respect of such Mortgaged Vessel any premiums due in respect of any vessel under such fleet cover which is not a Mortgaged Vessel or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for any vessel under such fleet cover which is not a Mortgaged Vessel or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of such Mortgaged Vessel if and when so requested by the Lender, provided that the rules of the relevant insurance companies and/or underwriters, war risks and protection and indemnity associations so permit;

punctually to pay all premiums, calls, contributions or other sums payable in respect of all such insurances and to produce all relevant receipts or other evidence of payment when so required by the Lender;

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at least fourteen (14) days before the relevant policies, contracts or entries expire, to notify the Lender of the names of the brokers and/or the war risks and protection and indemnity associations proposed to be employed by the relevant Owner or any other party for the purposes of the renewal of such insurances and of the amounts in which such insurances are proposed to be renewed and the risks to be covered and, subject to compliance with any requirements of the Lender pursuant to this clause 8.5, to procure that appropriate instructions for the renewal of such Insurances on the terms so specified are given to the Approved Insurance Brokers and/or to the approved war risks and protection and indemnity associations at least ten (10) days before the relevant policies, contracts or entries expire, and that the Approved Insurance Brokers and/or the approved war risks and protection and indemnity associations will at least seven (7) days before such expiry (or within such shorter period as the Lender may from time to time agree) confirm in writing to the Lender as and when such renewals have been effected in accordance with the instructions so given;

to arrange for the execution and delivery of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association;

to deposit with the Approved Insurance Brokers (or procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued in connection with such of the insurances referred to in clause 8.5(a) as are effected through the Approved Insurance Brokers and procure that the interest of the Lender shall be endorsed thereon by incorporation of the relevant Loss Payable clause and, where the insurances have been assigned to the Lender, by means of a Notice of Assignment of Insurances (signed by the relevant Owner and by any other assured who shall have assigned its interest in the insurances to the Lender) and that the Lender shall be furnished with pro forma copies thereof and a letter or letters of undertaking from the Approved Insurance Brokers in such form as shall from time to time be required by the Lender;

to procure that any protection and indemnity and/or war risks associations in which such Mortgaged Vessel is for the time being entered shall endorse the relevant Loss Payable clause on the relevant certificate of entry or policy and shall furnish the Lender with a copy of such certificate of entry or policy and a letter or letters of undertaking in such form as may from time to time be required by the Lender;

to take all necessary action and comply with all requirements which may from time to time be applicable to the Insurances (including, without limitation, the making of all requisite declarations within any prescribed time limits and the payment of any additional premiums or calls) so as to ensure that the Insurances are not made

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subject to any exclusions or qualifications to which the Lender has not given its prior written consent and are otherwise maintained on terms and conditions from time to time approved in writing by the Lender;

to provide to the Lender, forthwith upon request, copies of all written communications between the relevant Owner and the Approved Insurance Brokers and approved war risks and protection and indemnity associations which relate to compliance with requirements from time to time applicable to the Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls referred to in clause 8.5(d);

if at any time there occur material, in the opinion of the Lender, acting reasonably, changes in general, legal or other requirements for insurance of vessels of the same age and type as the Vessels, then the Lender may review the terms of this clause and request such amendments as it may require, and the Borrower and the Guarantors shall comply with that request;

shall not settle, compromise or abandon any claim for Total Loss of its Vessel or for a claim exceeding the Casualty Amount and shall do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which shall at any time become due in respect of the Insurances and;

not to employ such Mortgaged Vessel or suffer such Mortgaged Vessel to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements such as to extra premium or otherwise as the insurers may prescribe;

to apply all sums receivable under the Insurances which are paid to the relevant Owner in accordance with the Loss Payable clauses in repairing all damage and/or in discharging the liability in respect of which such sums shall have been received; and

not to permit the insurances referred to in clause 8.5(a) to be effected in the name of any other person unless such person has to the satisfaction of the Lender executed a first priority assignment in favour of the Lender of such person’s interest in the Insurances of such Mortgaged Vessel in similar terms (mutatis mutandis) to the General Assignment relating thereto.

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The obligation of the Lender to make available any Advance is conditional upon:

The conditions specified in this clause 9 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.

Not later than five (5) Banking Days prior to the Drawdown Date of an Advance and not later than five (5) Banking Days prior to any Interest Payment Date, the Lender may request and the Borrower must, not later than two (2) Banking Days prior to such date, deliver to the Lender (at the Borrower’s expense) on such request further favourable certificates and/or opinions as to any or all of the matters which are the subject of clauses 7, 8, 9 and 10.

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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which, in the opinion of the Lender, acting reasonably, is likely to affect adversely the ability of any Security Party to perform all or any of its obligations under, or otherwise to comply with, the terms of any of the Security Documents.

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The Lender shall, without prejudice to any its other rights, at any time after the happening of an Event of Default by notice to the Borrower declare that:

If, under clause 10.2.2, the Lender has declared the Loan to be due and payable on demand, at any time thereafter the Lender may by written notice to the Borrower (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.

The 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, without limitation, 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 4.2, 4.3, 4.4, 4.5, 8.2.1(a) or 12.1 or any other repayment or prepayment of the Loan or part thereof being made otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or repaid; and/or any Advance not being made for any reason (excluding any default by the Lender) after the Drawdown Notice for such Advance has been given.

The 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.

The 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 12.2.

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If it is or becomes contrary to any law, directive or regulation for the Lender to maintain its Commitment or fund the Loan or any Advance, the Lender shall promptly give notice to the Borrower whereupon (a) the Commitment shall be reduced to zero and (b) the Borrower shall be obliged to prepay the Loan or the affected Advance 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 Borrower 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 (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:

then and in each such case (subject to clause 12.3):

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For the purposes of this clause 12.2 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.

Nothing in clause 12.2 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 6.6 or (b) attributable to a FATCA Deduction required to be made by a Party.

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 13.1 or in a manner determined in the Lender’s discretion, shall be applied in the following manner:

The Lender may without prior notice:

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The 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 they will, at their 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 reasonable opinion of the Lender may be necessary or desirable 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 any 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.

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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 (v) any failure of any information technology or other operational systems or equipment affecting the Lender or (vi) any other circumstances whatsoever outside the Lender’s control.

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 13.11 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 by an English translation certified by a notary, lawyer or consulate acceptable to the Lender.

The Borrower undertakes that it will ensure that:

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Any sums standing to the credit of an Earnings Account may be applied from time to time (i) firstly to make the payments required under this Agreement, (ii) secondly, subject to there being no breach of clause 8.118 and to no Event of Default having occurred, in the operation of the Mortgaged Vessels and (iii) thirdly, subject to there being at any time sufficient funds to maintain or pay amounts due under (i) and (ii) above as they fall due, for the unrestricted use of the Owners.

At any time after the occurrence of an Event of Default, the Lender may without notice to the Owners, apply all moneys then standing to the credit of any Earnings Account (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Lender under the Security Documents in the manner specified in clause 13.1.

Each Earnings 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 Earnings Accounts Pledge in respect thereof.

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

The Borrower may not assign or transfer any of its rights or obligations under this Agreement.

The Lender may assign or transfer all or any part of its rights, benefits and/or obligations under this Agreement and/or any of the other Security Documents to any one or more banks or other financial institutions within the Credit Suisse Group or otherwise or any trust fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets, (an “ Assignee ” and a “ Transferee ” respectively) without the consent of, but (other than after the occurrence of an Event of Default) after consultation with, the Borrower, provided always that any such Transferee, by delivery of such undertaking as the Lender may approve, becomes bound by the terms of this Agreement and agrees to perform all or, as the case may be, relevant part of the Lender’s 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 15.3 the Borrower undertakes, immediately on being requested to do so by the Lender, 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 Assignee or Transferee all or the relevant part of the Lender’s interest in the Security Documents. Thereafter, all relevant references in this Agreement to the Lender shall be construed as a reference to the Lender and/or its Assignee or Transferee (as the case may be) to the extent of their respective interests.

The Lender shall lend through its office at the address specified above or through any other office of the Lender selected from time to time by it through which the Lender wishes to lend for the purposes of this Agreement.

to any service provider (included but not limited to professional advisers, auditors, lawyers, accountants, surveyors, valuers, insurers, insurance advisers and brokers) or other party in Switzerland or elsewhere which the Lender may in its discretion deem necessary or desirable in any connection with this Agreement or any other Security Document, or the protection or enforcement of its rights thereunder.

If at the time of, or immediately after, any assignment and/or transfer by the Lender of all or any part of its rights and/or benefits and/or obligations under this Agreement, or any change in the office through which the Lender lends for the purposes of this Agreement, the Borrower would be obliged to pay to the Assignee or Transferee or (in the case of a change of lending office) the Lender under clause 6.6 or 12.2 any sum exceeding the sum (if any) which it would have been obliged to pay to the Lender under the relevant clause had no such assignment, transfer or change taken place, the Borrower shall not be obliged to pay such excess.

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and therefore, the Borrower is advised to use another suitable means of communication for these types of orders and instructions.

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

For the benefit of the Lender, and subject to clause 20.4 below, the Borrower hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction:

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

The Borrower:

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Without prejudice to the generality of clause 13.9, the jurisdiction agreement contained in this clause 18 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 Borrower hereby agrees and declares that the benefit of this clause 18 shall extend to and may be enforced by any officer, employee, agent or business associate of any of the Lender against whom the Borrower 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 18.1. In those circumstances this clause 18 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.

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Execution Page

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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