Escrow of Worldspan Software. Upon the written request of Northwest at any time during the Term, at the expense of Northwest and subject to applicable laws and regulations and the appropriate party having obtained any necessary consents from third parties, Worldspan shall deposit with a third party escrow agent reasonably selected by Northwest and reasonably acceptable to Worldspan, for archival and backup purposes and the permitted release set forth in this Section 5.4 only, a fully executable copy of the Worldspan Software then being used by Worldspan to provide Airline Services for the Northwest Service Users, including all related documentation and databases, and shall thereafter regularly update such deposit on a weekly or other mutually agreeable basis. Any such deposit shall be pursuant to a written escrow agreement among the escrow agent, Northwest, and Worldspan which requires that the escrow agent keep the deposited material confidential and not disclose it to anyone or use it for any purpose other than for archival and backup purposes, except that Northwest may, subject to applicable laws and regulations and the appropriate party having obtained any necessary consents, withdraw the applicable portion(s) of the deposited material from escrow, pursuant to the mutually agreed upon procedure set forth in the escrow agreement, if and when Northwest, acting reasonably and in good faith, delivers to the escrow agent, with a copy to Worldspan, a certification that Worldspan is then obligated, but has failed, to deliver to Northwest a copy of the applicable deposited material. Upon the withdrawal of any of the deposited material from escrow, Northwest may use only the portion of the withdrawn material as to which a license is exercisable pursuant to Section 5.5 hereof, and such use of such withdrawn material shall be subject to the provisions of the license granted under this Agreement, including Sections 5.5 and 5.6 of this Agreement. Worldspan shall inform Northwest of any consents from third parties that are required in order for Northwest to withdraw the deposited material from escrow or make any use thereof. Northwest hereby assumes full responsibility for obtaining any such consents, except to the extent otherwise provided in Section 5.6(a) hereof. In addition to the indemnity provided for in Section 8.1(b)(5) hereof, Northwest agrees to take any action, including without limitation returning the deposited material to Worldspan, ceasing to make any use of the deposited material...
