Owned Vessels. Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Change.

Owned Vessels. Each of the vessels described in the Registration Statement and the Prospectus (the “Owned Vessels”) except for the vessels which the Company or a Subsidiary has entered into a bareboat charter (in which case the applicable Subsidiary is the disponent owner) is owned directly by a subsidiary of the Company (each a “Vessel–Owning Subsidiary”), except for each of the vessels listed on Schedule C-2 (the “Chartered-in Vessels” each of which is chartered-in by a subsidiary of the Company (each the “Chartering Subsidiary”)), and is duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule C in the sole ownership of the subsidiary of the Company set forth opposite its name on Schedule C, and to the knowledge of the Company, each of the Chartered-in Vessels has been duly and validly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule C-2. Each such subsidiary of the Company has good title to the applicable Owned Vessel and no other action is necessary to establish and perfect such entity's title to and interest in any of the Owned Vessels as against any charterer or third party, except as would not, individually or in the aggregate, cause a Material Adverse Change, and is owned directly by such Vessel-Owning Subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement and the Prospectus; each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction, except for failures to be in good standing that would not, in the aggregate, cause a Material Adverse Change. Each of the charter-in contracts in respect of the Chartered-in Vessels is a valid and binding agreement of, the relevant Chartering Subsidiary, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

Owned Vessels. Each of the vessels described in the Registration Statement and the Prospectus (the "Owned Vessels") is owned directly by a subsidiary of the Company (each a "Vessel–Owning Subsidiary") and is duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule 1-A in the sole ownership of the subsidiary of the Company set forth opposite its name on Schedule 1-A, each such subsidiary has good title to the applicable Owned Vessel and no other action is necessary to establish and perfect such entity's title to and interest in any of the Owned Vessels as against any charterer or third party and is owned directly by such Vessel-Owning Subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement and the Prospectus; each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Owned Vessels. Vessels Description Owner NAVIOS ALEGRIA a Panamanian flag Panamax bulk carrier of approx 76,466 dwt, built 2004 Alegria Shipping Corporation NAVIOS FELICITY a Panamanian flag Panamax bulk carrier of approx 73,867 dwt, built 1997 Felicity Shipping Corporation NAVIOS GALAXY I a Panamanian flag Panamax bulk carrier of approx 74,195 dwt, built 2001 Galaxy Shipping Corporation NAVIOS GEMINI S a Panamanian flag Panamax Fleet bulk of approx 68,636 dwt, built 1994 Gemini Shipping Corporation NAVIOS LIBRA II a Panamanian flag Panamax bulk carrier of approx 70,136 dwt, built 1995 Libra Shipping Enterprises Corporation Part B Chartered Vessels Vessels Description Charterer NAVIOS ALDEBARAN a Panamax bulk carrier of approx 76,500? dwt, under construction at [ ] Aldebaran Shipping Corporation NAVIOS PROSPERITY a [Panamanian] flag Panamax bulk carrier of approx 82,535 dwt, built 2007 Prosperity Shipping Corporation FANTASTIKS a [Panamanian] flag capsize bulk carrier of approx 180,265 dwt, built 2005 Fantastiks Shipping Corporation/[Kleimar] Schedule 3 Form of Drawdown Notice To: Commerzbank AG (as Payment Agent) [●] 2007 Dear Sirs Re: Facility agreement dated [ ] November 2007 in respect of a loan of USD260,000,000 (the “Loan Agreement”) made between (1) Navios Maritime Partners L.P. as Borrower, (2) DVB Bank AG and Commerzbank AG as Lenders, (3) DVB Bank AG as Agent, Joint-Arranger, Swap Bank and Security Trustee and (4) Commerzbank AG as Joint-Arranger, Payment Agent, Account Bank and Swap Bank. We refer to the Loan Agreement. Words and expressions whose meanings are defined therein shall have the same meanings when used herein. We hereby give you notice that we wish to draw the sum of USD [ ] on [date] 2007 for payment to [ ] and select a first Interest Period in respect of such drawing of [●] months. The funds should be credited to [ ] with [ ] . We confirm that:

Owned Vessels. Each of the Captain Xxxxxxxx XX, Captain Xxxx NP, Captain Xxxxxx XX and LPG Grendon (each, an “Owned Vessel”) has been duly registered in the name of CNML LP Transport LLC, CJNP LGP Transport LLC, CMNL LP Transport LLC and Grendon Tanker LLC (each, a “Vessel-Owning Subsidiary”), respectively, under the laws and regulations and flag of the nation of its registration and no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any charterer or third party and is owned directly by such Vessel-Owning Subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus; each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

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