Escrow Agreement Page 5
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10United States Federal or State Court of competent jurisdiction the Escrow Agent is
authorized to pay funds out of the Escrow Account, after such twenty-one day period, in
accordance with and pursuant to the terms of an appropriate order of a court of
competent jurisdiction on receipt of a certified copy of such order.
As further security for Customer’s obligation to provide water transportation to
passengers holding tickets for transportation on the passenger vessel(s) (see Exhibit A)
Customer will pledge to each passenger who has made full or partial payment for future
passage on the named vessel(s) an interest in the Escrow Account equal to such
payment.
Escrow Agent is hereby notified of and acknowledges such pledges.
Customers’ instructions to Escrow Agent to release funds from the Escrow Account as
described in this Agreement shall constitute a certification by Customer of the release of
pledge with respect to such funds due to completed, canceled or terminated cruises.
Furthermore, Escrow Agent agrees to hold funds in the Escrow Account until directed
by Customer or a court order to release such funds as described in this Agreement.
Escrow Agent shall accept instructions only from Customer, acting on its own behalf or
as agent for its passengers, and shall not have any obligations at any time to act
pursuant to instructions of Customer’s passengers or any other third parties except as
expressly described herein. Escrow Agent hereby waives any right of offset to which it
is or may become entitled with regard to the funds on deposit in the Escrow Account
which constitute Unearned Passenger Revenue.
12. Customer agrees to provide to the Escrow Agent all information necessary to
facilitate the administration of this Agreement and the Escrow Agent may rely upon any
information so provided.
13.
Customer hereby warrants and represents that it is a corporation in good
standing in its State of organization and that is qualified to do business in the State of
. Customer further warrants and represents that (i) it possesses full power and authority
to enter into this Agreement and fulfill its obligations hereunder and (ii) that the
execution, delivery and performance of this Agreement have been authorized and
approved by all required corporate actions.
14. Escrow Agent hereby warrants and represents that it is a national banking
association in good standing. Escrow Agent further warrants and represents that (i) it
has full power and authority to enter into this Agreement and fulfill its obligations
hereunder and (ii) that the execution, delivery and performance of this Agreement have
been authorized and approved by all required corporate actions.
15. This Agreement shall have a term of one (1) year and shall be automatically
renewed for successive one (1) year terms unless notice of intent not to renew is
delivered to the other party to this Agreement and to the Commission at least 90 days
prior to the expiration of the current term of this Agreement. Notice shall be given by
certified mail to the parties at the addresses provided in Paragraph 25 below. Notice
shall be given by certified mail to the Commission at the address specified in this
Agreement.
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