Escrow Agreement Page 7
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10is entitled to receive pursuant to the terms of this Agreement for cruises completed
through the termination date specified in the notice, and all interest which shall be paid
to Customer.
In the event of termination of this Agreement and if alternative evidence of financial
responsibility has been accepted by the Commission and written evidence satisfactory
to Escrow Agent of the Commission’s acceptance is presented to Escrow Agent, then
Escrow Agent shall release to Customer all passage fares held in the Escrow Account
as of the date of termination specified in the notice. In the event of any such termination
where written evidence satisfactory to Escrow Agent of the Commission’s acceptance
has not been presented to Escrow Agent, 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 is entitled to receive
pursuant to the terms of this Agreement for cruises completed through the termination
date specified in the notice, and all interest which shall be paid to Customer. Upon
termination, Customer shall pay all costs and fees previously earned or incurred by
Escrow Agent through the termination date.
19. Neither Customer nor Escrow Agent shall have the right to sell, pledge,
hypothecate, assign, transfer or encumber funds or assets in the Escrow Account
except in accordance with the terms of this Agreement.
20. This Agreement is for the benefit of the parties hereto and, accordingly, each
and every provision hereof shall be enforceable by any or each or both of them.
Additionally, this Agreement shall be enforceable by the Commission. However, this
Agreement shall not be enforceable by any other party, person or entity whatsoever.
21.
(a) No amendments, modifications or other change in the terms of this
Agreement shall be effective for any purpose whatsoever unless agreed upon in writing
by Escrow Agent and Customer and approved in writing by the Commission.
(b) No party hereto may assign its rights or obligations hereunder without the prior
written consent of the other, and unless approved in writing by the Commission. The
merger of Customer with another entity or the transfer of a controlling interest in the
stock of Customer shall constitute an assignment hereunder for which prior written
approval of the Commission is required, which approval shall not be unreasonably
withheld.
22. The foregoing provisions shall be binding upon undersigned, their assigns,
successors and personal representative.
23. The Commission shall have the right to inspect the books and records of the
Escrow Agent and those of Customer as related to the Escrow Account. In addition, the
Commission shall have the right to seek copies of annual audited financial statements
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