Common use of V erification Clause in Contracts

V erification. Registrant (or a third party on behalf of Registrant) reserves the right from time to time and at any time to cause Verification of the Deposit Materials and to examine the Deposit Materials to verify conformance to the requirements of the Services Agreement and this Escrow Agreement. Except as otherwise required by Registrant (or by a third party on behalf of Registrant and reasonably approved by Depositor), all Verification tasks shall be performed solely by employees of Escrow Agent and, at Registrant’s option, of Registrant or a third party engaged by Registrant (subject to by Depositor’s reasonable approval of Registrant), without interference from Depositor; provided, however, that if and to the extent requested by Registrant (or by a third party on behalf of Registrant), Depositor shall at Depositor’s expense provide to Escrow Agent and/or Registrant all reasonably necessary assistance and cooperation in connection with the performance of any Verification, including, without limitation, assisting in the performance of tests and inspections ancillary to such Verification and compiling the Source Code into the executable code version of the Successful Respondent Owned Materials and, as applicable, the Third Party Materials. Any Verification performed by Escrow Agent or a third party engaged by Escrow Agent (and acceptable to Registrant) shall be performed in a good, workmanlike, timely and professional manner by qualified persons fully familiar with the requirements, Materials and technology involved in performing such Verifications.

V erification. Registrant (or a third party on behalf of Registrant) reserves the right from time to time and at any time to cause Verification of the Deposit Materials and to examine the Deposit Materials to verify conformance to the requirements of the Services Agreement and this Escrow Agreement. Except as otherwise required by Registrant (or by a third party on behalf of Registrant and reasonably approved by Depositor), all Verification tasks shall be performed solely by employees of Escrow Agent and, at Registrant’s option, of Registrant or a third party engaged by Registrant (subject to by Depositor’s reasonable approval of Registrant), without interference from Depositor; provided, however, that if and to the extent requested by Registrant (or by a third party on behalf of Registrant), Depositor shall at Depositor’s expense provide to Escrow Agent and/or Registrant all reasonably necessary assistance and cooperation in connection with the performance of any Verification, including, without limitation, assisting in the performance of tests and inspections ancillary to such Verification and compiling the Source Code into the executable code version of the Successful Respondent Owned Materials and, as applicable, the Third Party Materials. Any Verification performed by Escrow ▇▇▇▇▇▇ Agent or a third party engaged by Escrow Agent (and acceptable to Registrant) shall be performed in a good, workmanlike, timely and professional manner by qualified persons fully familiar with the requirements, Materials and technology involved in performing such Verifications.