Common use of Effect and Operation of Supplemental Indenture Clause in Contracts

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-Issuers, the Guarantors, the Trustee and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided however, notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the Co-Issuers’ acceptance and initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer and representing at least 66 2⁄3% in aggregate principal amount of the then outstanding Notes (such date of payment, the “Initial Payment Date”). Prior to the time the Co-Issuers purchase any Notes pursuant to the Tender Offer, the Co-Issuers may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents with respect to the Proposed Amendments or if for any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated or withdrawn, or the Co-Issuers do not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided however, notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the Co-Issuers’ acceptance Company’s payment of a Consent Fee to each Holder that delivered a valid and initial payment for Notes validly tendered (and not validly withdrawn) pursuant unrevoked Consent prior to the Tender Offer and representing at least 66 2⁄3% in aggregate principal amount Expiration Time, it being understood that payment to the Tabulation Agent for the Consent Solicitation of the then outstanding Notes (aggregate Consent Fees owing to such date of payment, the “Initial Payment Date”)Holders shall conclusively be deemed payment to each such Holder. Prior to the time of the Co-Issuers purchase any Notes pursuant to the Tender OfferCompany’s payment of such Consent Fee, the Co-Issuers Company may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents Solicitation with respect to the Proposed Amendments Amendment or if for any other reason the Notes Consents are not accepted for payment pursuant to the Tender OfferSolicitation. If the Tender Offer Solicitation is terminated or withdrawn, or the Co-Issuers do Company does not accept for purchase, the Consents and pay for, the Notes Consent Fee for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-IssuersIssuer, the Guarantors, the Trustee Guarantors and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee Guaranty Agreement heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided however, notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the Co-Issuers’ Issuer’s acceptance and initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer and representing at least 66 2⁄3% a majority in aggregate principal amount of the then outstanding Notes (such date of paymenton the Initial Settlement Date, if the “Issuer elects to have an Initial Payment Settlement Date”), or on the Final Settlement Date, if the Issuer does not elect to have an Initial Settlement Date. Prior to the time the Co-Issuers purchase Issuer purchases any Notes pursuant to the Tender Offer, the Co-Issuers Issuer may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents with respect to the Proposed Amendments or if for any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated or withdrawn, or the Co-Issuers do Issuer does not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-Issuers, the Guarantors, the Trustee Guarantors and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided however, notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the Co-Issuers’ acceptance and initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer and representing at least 66 2⁄3% a majority in aggregate principal amount of the then outstanding Notes (such date of payment, the “Initial Payment Date”). Prior to the time the Co-Issuers purchase any Notes pursuant to the Tender Offer, the Co-Issuers may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents with respect to the Proposed Amendments or if for any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated or withdrawn, or the Co-Issuers do not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-Issuers, the Guarantors, the Trustee Company and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided howeverprovided, however notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, such time that the Co-Issuers’ acceptance and initial payment Company accepts for Notes validly tendered (and not validly withdrawn) pursuant to purchase in the Tender Offer and representing at least 66 2⁄3% in aggregate principal amount of the then all outstanding Notes properly tendered and not withdrawn prior to the Consent Payment Deadline (such date of paymentas defined in the Statement) (if the Requisite Consents (as defined in the Statement) have been received and not withdrawn by the Consent Payment Deadline) or, otherwise, tendered prior to the “Initial Payment Date”)Expiration Time. Prior to the time the Co-Issuers purchase Company purchases any Notes pursuant to the Tender Offer, the Co-Issuers Company may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents with respect to the Proposed Amendments or if for any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated or withdrawn, or the Co-Issuers do Company does not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. (a) This Supplemental Indenture shall be become effective and binding immediately upon its execution by the Co-Issuers, the Guarantors, the Trustee Guarantors and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; , provided however, notwithstanding anything in the Existing Indenture or this Supplemental Indenture to the contrary, the amendments and waivers set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously withupon, and shall (other than as specified in Section 6(b) of this Supplemental Indenture) have no force and effect prior to, the Co-Issuers’ acceptance and initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer and representing at least 66 2⁄3% in aggregate principal amount of the then outstanding Notes occurrence of, a Qualified IPO (such date of payment, the “Initial Payment Operative Time”) closing on or prior to September 5, 2021 (the “Outside Date”). Prior ; provided, however, that if Navios Logistics has provided notice to the time Company that it has determined not to proceed with a Qualified IPO prior to the Outside Date, the Outside Date shall mean the date of such determination. The Co-Issuers purchase any Notes pursuant shall give the Trustee and the Collateral Trustee prompt written notice of either (x) such amendments and waivers becoming operative or (y) the failure of the Operative Time to occur prior to the Tender OfferOutside Date. For the avoidance of doubt, in the event that the Operative Time shall fail to occur prior to the Outside Date (including as a result of Navios Logistics’ determination not to proceed with a Qualified IPO closing on or prior to September 5, 2021), from and after the Outside Date, the Co-Issuers may terminate amendments and waivers set forth in this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination shall have no force or withdrawal of the Tender Offer or the solicitation of Consents effect and all rights are reserved with respect to the Proposed Amendments or if for Waived Defaults and any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated Default or withdrawn, or the Co-Issuers do not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended Event of Default contemplated by Section 5 of this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided however, notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the Co-Issuers’ Company’s acceptance and initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer and representing at least 66 2⁄3% a majority in aggregate principal amount of the then outstanding Notes (such date of paymenton the Initial Settlement Date, if the “Company elects to have an Initial Payment Settlement Date”), or on the Final Settlement Date, if the Company does not elect to have an Initial Settlement Date. Prior to the time the Co-Issuers purchase Company purchases any Notes pursuant to the Tender Offer, the Co-Issuers Company may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents with respect to the Proposed Amendments or if for any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated or withdrawn, or the Co-Issuers do Company does not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-Issuers, the Guarantors, the Trustee Company and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided howeverprovided, however notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, such time that the Co-Issuers’ acceptance and initial payment Company accepts for Notes validly tendered (and not validly withdrawn) pursuant to purchase in the Tender Offer and representing at least 66 2⁄3% in aggregate principal amount of the then all outstanding Notes properly tendered and not withdrawn prior to the Consent Payment Deadline (such date of paymentas defined in the Statement) (if the Requisite Consents (as defined in the Statement) have been received by the Consent Payment Deadline) or, otherwise, tendered prior to the “Initial Payment Date”)Expiration Time. Prior to the time the Co-Issuers purchase Company purchases any Notes pursuant to the Tender Offer, the Co-Issuers Company may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents with respect to the Proposed Amendments or if for any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated or withdrawn, or the Co-Issuers do Company does not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.

Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Co-IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided however, notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the Co-Issuers’ Company’s acceptance and initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer and representing at least 66 2⁄3% a majority in aggregate principal amount of the then then-outstanding Notes (such date of payment, the “Initial Payment Date”). Prior to the time the Co-Issuers purchase Company purchases any Notes pursuant to the Tender Offer, the Co-Issuers Company may terminate this Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents with respect to the Proposed Amendments (as defined in the Statement) or if for any other reason the Notes are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is terminated or withdrawn, or the Co-Issuers do Company does not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture and the Notes shall remain in full force and effect.