Escrow Agreement Page 6
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1016. (a) Customer hereby agrees to indemnify and hold harmless Escrow Agent
against any and all claims, losses, damages, liabilities, cost and expenses, including
litigation, arising hereunder, which might be imposed or incurred on Escrow Agent for
any acts or omissions of the Escrow Agent or Customer, not caused by the negligence
or willful misconduct of the Escrow Agent. The indemnification set forth herein shall
survive the resignation or removal of the Escrow Agent and the termination of this
agreement.
(b) In the event of any disagreement between parties which result in adverse
claims with respect to funds on deposit with Escrow Agent or the threat thereof, Escrow
Agent may refuse to comply with any demands on it with respect thereto as long as
such disagreement shall continue and in so refusing, Escrow Agent need not make any
payment and Escrow Agent shall not be or become liable in any way to Customer or
any third party (whether for direct, incidental, consequential damages or otherwise) for
its failure or refusal to comply with such demands and it shall be entitled to continue so
to refrain from acting and so refuse to act until such conflicting or adverse demands
shall finally terminate by mutual written agreement acceptable to Escrow Agent or by a
final, non-appealable order of a court of competent jurisdiction.
17. Escrow Agent shall be entitled to such compensation for its services hereunder
as may be agreed upon from time to time by Escrow Agent and Customer and which
shall initially be set forth in a separate letter agreement between Escrow Agent and
Customer. This Agreement shall not become effective until such letter agreement has
been executed by both parties hereto and confirmed in writing to the Commission.
18. Customer may terminate this Agreement and engage a successor escrow agent,
after giving at least 90 days written termination notice to Escrow Agent prior to
terminating Escrow Agent if such successor agent is a commercial bank whose
passbook accounts are insured by the Federal Deposit Insurance Corporation and such
successor agrees to the terms of this agreement, or if there is a new agreement then
such termination shall not be effective until the new agreement is approved in writing by
the Commission. Upon giving the written notice to Customer and the Commission,
Escrow Agent may terminate any and all duties and obligations imposed on Escrow
Agent by this Agreement effective as of the date specified in such notice, which date
shall be at least 90 days after the date such notice is given. All escrowed funds as of
the termination date specified in the notice shall be turned over to the successor escrow
agent, or if no successor escrow agent has been named within 90 days after the giving
of such notice, then all such escrowed funds for sailing scheduled to commence after
the specified termination date shall be returned to the person who paid such passage
fares upon written approval of the Commission. In the event of any such termination
where the Escrow Agent shall be returning payments to the passengers, then Escrow
Agent shall request from Customer a list of passenger names, addresses, deposit/fare
amounts and other information needed to make refunds. On receipt of such list, Escrow
Agent shall return all passage fares held in the Escrow Account as of the date of
termination specified in the notice to the passengers, excepting only amounts Customer
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