(u) Each of the Partnership Agreements, GP Contract and LLC Operating Company Agreement (collectively, the ??Organizational agreements??) has been duly authorized, executed and delivered by the parties, and each is a valid and legally binding agreement of those parties, enforceable against such parties in accordance with their terms, provided that, with respect to each agreement described in this subsection, its enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws concerning or affecting the creditors ?? rights in general and by general principles of fairness (regardless of whether this enforceability is taken into account in a procedure in equity or in law); and further provided that the indemnity, contribution and exemption provisions contained in any of these organizational agreements may be limited by applicable laws and public policies.

(v) None of the Parties to the Partnership is (A) in violation of its statutes, partnership agreement, limited liability company agreement, charter, administrative regulations or similar organizational document, (B) in default in the performance or fulfillment of any obligation, agreement, covenant or condition contained in any contract, trust deed, mortgage, trust deed, loan or credit agreement, note , lease or other agreement or instrument to which one of the Parties to the Partnership is a party, or by which he or one of them may be bound, or to which one of the property or assets of one of the Parties to the Partnership is submitted (collectively, ??Chords and instruments??) with the exception of such defects which, alone or in the aggregate, would not result in a material adverse effect, or (C) in violation of any law, statute, rule, d ” a regulation, judgment, order, writ or decree of an arbitrator, court, government agency, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the parties to the partnership or on one of their respective property, assets or operations (each, a ??Government entity??), with the exception of such violations which would not, individually or as a whole, have a material adverse effect. The performance, delivery and performance of this sales contract and any agreement of conditions, including the completion of the transactions contemplated in the registration statement, general disclosure record and prospectus (including, but not including limited thereto, the issuance and sale of Ordinary Units and the use of the proceeds from the sale of Ordinary Units as described herein under the heading “ Use of Proceeds ?? ”) and compliance by each party to the Company of its obligations hereunder and not and will not, whether with or without notice or the passage of time or both, conflict with or constitute a violation, or a default or repayment event (as defined below) under, or result in the creation or imposition of a lien, charge or charge on any property or asset of any of the parties to the partnership in accordance with the agreements and instruments (except such conflicts, violations, breaches or repayment events or liens, charges or charges which, alone or in the aggregate, would not result in a material adverse effect), and such action will not result in any breach of the provisions of the Articles of Association. , partnership agreement, limited liability corporate agreement, charter, administrative regulations or a similar organizational document of one of the Parties to the Partnership or any applicable law, statute, rule, regulation, judgment, ordinance, writ or decree of any government entity. As used here, a ??Refund event?? means any event or condition which gives the holder of any note, debenture or other proof of indebtedness (or any person acting on behalf of such holder) the right to demand the redemption, repayment or repayment of all or part of this debt by one of the parties to the partnership.

(w) No permit, consent, approval, authorization, order, registration, filing or qualification (??Consent??) of or with a court, government agency or body having jurisdiction over any of the Navios Parties or any of their properties or assets is required in connection with the transactions contemplated herein, the issuance or the sale by the limited partnership of the common shares, execution, delivery and execution of this Sales Contract by the Navios Parties which are parties to it and, the Organizational Agreements and other agreements by the Navios Parties which are parties to it , except (A) for such permits, consents, approvals and similar authorizations required under the 1933 Act, 1934 Act and State Titles or “Blue Sky”. laws, (B) for such consents which have been obtained, (C) for such consents which, if not obtained, should not, individually or in the aggregate, reasonably have a material adverse effect or affect negatively the capacity of the Parties to the Partnership to carry out the transactions contemplated herein and (D) as indicated in the Declaration of Registration, the General Disclosure File and the Prospectus.


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