Escrow Agreement Page 4
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10Certificate, Escrow Agent shall send notification to the Commission within the next two
Business Days.
9.
Escrow Agent shall invest the funds in the Escrow Account in Qualified
Investments as directed by Customer in its sole and absolute discretion. “Qualified
Investments” means, to the extent permitted by applicable law:
(a) Government obligations or obligations of any agency or instrumentality of the
United States of America;
(b) Commercial paper issued by a United States company rated in the two highest
numerical “A” categories (without regard to further gradation or refinement of such rating
category) by Standard & Poor’s Corporation, or in the two highest numerical “Prime”
categories (without regard to further gradation or refinement of such rating) by Moody’s
Investor Services, Inc.;
(c) Certificates of deposit and money market accounts issued by any United States
bank, savings institution or trust company, including the Escrow Agent, and time
deposits of any bank, savings institution or trust company, including the Escrow Agent,
which are fully insured by the Federal Deposit Insurance Corporation;
(d)
Corporate bonds or obligations which are rated by Standard & Poor’s
Corporation or Moody’s Investors Service, Inc. in one of their three highest rating
categories (without regard to any gradation or refinement of such rating category by a
numerical or other modifier); and
(e) Money market funds registered under the Federal Investment Company Act of
1940, as amended, and whose shares are registered under the Securities Act of 1933,
as amended, and whose shares are rated “AAA”, “AA+” or “AA” by Standard & Poor’s
Corporation.
10. All interest and other profits earned on the amounts placed in the Escrow
Account shall be credited to Escrow Account.
11. This Agreement has been entered into by the parties hereto, and the Escrow
Account has been established hereunder by Customer, to establish the financial
responsibility of Customer as
the owner, operator or charterer of the passenger
th
vessel(s) (see Exhibit A), in accordance with Section 3 of Public Law 89-777, 89
Congress, approved November 6, 1966 (the “Act”). The Escrow Account shall be held
by Escrow Agent in accordance with the terms hereof, to be utilized to discharge
Customer’s legal liability to indemnify the passengers of the named vessel(s) for non-
performance of transportation within the meaning of Paragraph 3 of the Act.
The
Escrow Agent shall make indemnification payments pursuant to written instructions from
Customer, on which the Escrow Agent may rely, or in the event that such legal liability
has not been discharged by Customer within twenty-one (21) days after any such
passenger has obtained a final judgment (after appeal, if any) against Customer from a
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