Extract to table

for all purposes of this Escrow Agreement, and all references to TSL herein shall be deemed to include Aegean Fortuna Shipholding Ltd

) of Bayside Dispute Resolution Services LLC; WHEREAS, TSL and Northwind intend to enter into a Settlement Agreement and Mutual General Release (the "Settlement Agreement") providing for the payment by TSL to Northwind of a total settlement amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) (the "Settlement Amount"), payable in three installments as more particularly described herein; WHEREAS, the Settlement Agreement requires that all settlement payments be deposited into escrow with the Escrow Agent and released to Northwind upon joint instruction of TSL and Northwind or as otherwise provided herein, in order to provide assurance of payment and an orderly mechanism for the disbursement of settlement funds; WHEREAS, the Escrow Agent is willing to act as escrow agent and to hold, invest, and disburse the escrowed funds in accordance with the terms and conditions set forth in this Escrow Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1 — DEFINITIONS As used in this Escrow Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement

Promptly following the execution of this Escrow Agreement and in any event no later than three (3) Business Days following the Effective Date, the Escrow Agent shall establish and maintain a segregated, interest-bearing escrow account, designated as Escrow Account No

" The Escrow Agent shall hold the Escrow Funds in the Escrow Account separate and apart from all other funds held by the Escrow Agent, and the Escrow Funds shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Party

The Escrow Funds shall be held in a federally insured deposit account or invested as provided in Article 4 hereof