Common use of Litigation Cooperation Clause in Contracts

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to cooperate reasonably with the Company in (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your employment with the Company. Your cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives of the Company at reasonable times and places; to prepare responses to and to cooperate with any Company’s processing of governmental audits, inspections, inquiries, proceedings or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employees.

Litigation Cooperation. You agree The Executive agrees to continue to serve the Company Companies as a litigation consultant andconsultant, in connection therewith, to cooperate reasonably with the Company in Companies in: (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company Companies and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your his employment with the CompanyCompanies. Your The Executive's full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company Companies in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your his employment with any of the CompanyCompanies; being reasonably available to meet with counsel for the Company, or any of its affiliates, Companies to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the CompanyCompanies; and to meet with counsel or other designated delegated representatives of the Company at reasonable times and placesCompanies; to prepare responses to and to cooperate with any Company’s the Companies' processing of governmental audits, inspections, inquiries, proceedings or investigations. You further The Companies agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you the Executive for any reasonable out-of-pocket expenses expenses, including reasonable attorneys' fees, that you incur he incurs in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant Companies will exercise their rights under this SectionSection 9 so as not to interfere unreasonably with the Executive's personal schedule or ability to engage in gainful employment. In furtherance of the Executive's obligations under this Agreement, except he agrees that he shall not disclose, provide or reveal, directly or indirectly, any information concerning the Company shall notCompanies, under including without implication of limitation, its operations, plans, strategies or administration, to any circumstances, compensate you for time spent other person or entity unless compelled to do so (ia) testifying under oath pursuant to a valid subpoena or (iib) responding as otherwise required by law; but in either case only after providing the Companies with prior written notice and opportunity to questions from governmental investigators in a capacity as a fact witnesscontest such subpoena or other requirement. You acknowledge that Written notice shall be provided to the best AWHI Chairman of your knowledge you are not now aware of the Compensation Committee as soon as practicable, but in no event less than five (5) business days before any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeessuch disclosure is compelled.

Litigation Cooperation. You agree The Executive agrees to continue to serve the Company Companies as a litigation consultant andconsultant, in connection therewith, to cooperate reasonably with the Company in Companies in: (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company Companies and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your his employment with the CompanyCompanies. Your The Executive's full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company Companies in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your his employment with any of the CompanyCompanies; being reasonably available to meet with counsel for the Company, or any of its affiliates, Companies to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the CompanyCompanies; and to meet with counsel or other designated delegated representatives of the Company at reasonable times and placesCompanies; to prepare responses to and to cooperate with any Company’s the Companies' processing of governmental audits, inspections, inquiries, proceedings or investigations. You further The Companies agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you the Executive for any reasonable out-of-pocket expenses expenses, including reasonable attorneys' fees, that you incur he incurs in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant Companies will exercise their rights under this SectionSection 7 so as not to interfere unreasonably with the Executive's personal schedule or ability to engage in gainful employment. In furtherance of the Executive's obligations under this Agreement, except he agrees that he shall not disclose, provide or reveal, directly or indirectly, any information concerning the Company shall notCompanies, under including without implication of limitation, its operations, plans, strategies or administration, to any circumstances, compensate you for time spent other person or entity unless compelled to do so (ia) testifying under oath pursuant to a valid subpoena or (iib) responding as otherwise required by law; but in either case only after providing the Companies with prior written notice and opportunity to questions from governmental investigators in a capacity as a fact witnesscontest such subpoena or other requirement. You acknowledge that Written notice shall be provided to the best AWHI Chairman of your knowledge you are not now aware the Compensation Committee, if any, or if none, to the Secretary of the Companies, as soon as practicable, but in no event less than five (5) business days before any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeessuch disclosure is compelled.

Litigation Cooperation. You agree The Executive agrees to continue to serve the Company as a litigation consultant andconsultant, in connection therewith, to cooperate reasonably with the Company in in: (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your his employment with the Company. Your The Executive's full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your his employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, Company to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated delegated representatives of the Company at reasonable times and placesCompany; to prepare responses to and to cooperate with any the Company’s 's processing of governmental audits, inspections, inquiries, proceedings or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you the Executive for any reasonable out-of-pocket expenses expenses, including reasonable attorneys' fees, that you incur he incurs in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant will exercise its rights under this SectionSection 9 so as not to interfere unreasonably with the Executive's personal schedule or ability to engage in gainful employment. In furtherance of the Executive's obligations under this Agreement, except he agrees that he shall not disclose, provide or reveal, directly or indirectly, any information concerning the Company, including without implication of limitation, its operations, plans, strategies or administration, to any other person or entity unless compelled to do so (a) pursuant to a valid subpoena or (b) as otherwise required by law; but in either case only after providing the Company with prior written notice and opportunity to contest such subpoena or other requirement. Written notice shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that be provided to the best of your knowledge you are not now aware of Company's Chief Executive Officer as soon as practicable, but in no event less than five (5) business days before any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeessuch disclosure is compelled.

Litigation Cooperation. You agree to continue to serve the Company Companies as a litigation consultant and, in connection therewith, to cooperate reasonably fully with the Company Companies in (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company Companies and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your employment with any of the CompanyCompanies. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company Companies in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the CompanyCompanies; being reasonably available to meet with counsel for the Company, or any of its affiliates, the Companies to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the CompanyCompanies; and to meet with counsel or other designated representatives of the Company at reasonable times and placesCompanies; to prepare responses to and to cooperate with any Company’s the Companies' processing of governmental audits, inspections, inquiries, proceedings or investigations. You further The Companies agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses expenses, including reasonable attorneys' fees, that you incur in connection with such cooperation, subject to reasonable documentation. The Company shall compensate Companies will in good faith exercise their rights under this Section so as not to interfere unreasonably with your personal schedule or ability to engage in gainful employment. In furtherance of your obligations under this Agreement, you at an hourly rate based on your current base salary for time agree that you reasonably spend complying with your obligations as shall not disclose, provide or reveal, directly or indirectly, any information concerning the Companies, including without implication of limitation, their respective operations, plans, strategies or administration, to any other person or entity unless compelled to do so (a) pursuant to a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath valid subpoena or (iib) responding as otherwise required by law, but in either case only after providing the Companies, through Meditrust Corporation's General Counsel, with prior written notice and opportunity to questions from governmental investigators in a capacity as a fact witnesscontest such subpoena or other requirement. You acknowledge that Written notice shall be provided to the best of your knowledge you are not now aware of Meditrust Corporation's General Counsel as soon as practicable, but in no event less than five (5) business days before any violations of law that have been committed by the Company such disclosure is compelled, or, relating to Company businessif later, by any of its officers or employeesone (1) business day after you receive notice compelling such disclosure.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to cooperate reasonably fully with the ---------------------- Company in (i) the defense defense, prosecution or prosecution investigation of any claims or actions which already have been brought or threatened and of which you have knowledge, or which may be brought or threatened in the future against or on behalf of the Company or actions which already have been brought or which may be brought in the future against or on behalf of the Company relating to a period in which you were either a director or an employee of the Company and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding inquiry or investigation, which in either case that relate to events or occurrences that transpired during your membership on the Board of Directors of the Company or your employment with the Company. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; to attend trial and testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives representative of the Company at reasonable times and places; to prepare responses to and to cooperate with any the Company’s 's processing of governmental audits, inspections, inquiries, proceedings inquiries or investigations. You further agree that The Company shall pay you shall not voluntarily provide information such per diem fee for such cooperation as is mutually agreed to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employmentand you. In the event other commitments preclude you from being available to the Company when requestedaddition, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The reimbursed by the Company agrees to reimburse you only for any reasonable out-of-pocket expenses that you reasonably incur in connection with such cooperation, subject to reasonable and satisfactory documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying will not exercise their rights under this paragraph so as to unreasonably interfere with your ability to engage in gainful employment and shall endeavor to schedule your responsibilities hereunder so as not to interfere with your schedule so long as you promptly provide timely alternative dates on which you can fulfill your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeeshereunder.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to cooperate reasonably fully with the Company in (i) the defense defense, prosecution or prosecution investigation of any claims or actions which already have been brought or threatened and of which you have knowledge, or which may be brought or threatened in the future against or on behalf of the Company or actions which already have been brought or which may be brought in the future against or on behalf of the Company relating to a period in which you were an employee of the Company and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding inquiry or investigation, which in either case that relate to events or occurrences that transpired during your employment with the Company. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives representative of the Company at reasonable times and places; to prepare responses to and to cooperate with any the Company’s 's processing of governmental audits, inspections, inquiries, proceedings inquiries or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any will maintain the confidences and privileges of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted Company. You will be reimbursed by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you only for any reasonable out-of-pocket expenses that you reasonably incur in connection with such cooperation, subject to reasonable and satisfactory documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying will not exercise their rights under this paragraph so as to interfere with your ability to engage in gainful employment and shall endeavor to schedule your responsibilities hereunder so as not to interfere with your schedule so long as you promptly provide timely alternative dates on which you can fulfill your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeeshereunder.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, cooperate in connection therewith, to cooperate reasonably good faith with the Company in (i) the defense or prosecution of any claims claims, arbitration or actions regulatory proceedings or action which already have been brought or which may be brought in the future against or on behalf of the Company and (ii) responding toor any of its directors, cooperating withofficers, employees, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, agents which relate to events or occurrences that transpired during your employment with the Company. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; trial and to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives of the Company at reasonable times designated in good faith by the Company (all such services referred to herein as “Litigation Cooperation”), provided, that, subsequent to the Retention Date, Litigation Cooperation shall not include any requirement of you to serve as legal counsel to the Company or to otherwise provide the Company with legal advice. Except as required by law or as you determine necessary or appropriate in the performance of your duties as General Counsel of the Company, you agree that you will not voluntarily disclose any Confidential Information to any person or party that is adverse to the Company and places; you will maintain the attorney-client privileges of the Company. The Company agrees to prepare responses reimburse you for any reasonable and customary out-of-pocket expenses that you incur in connection with such Litigation Cooperation, subject to reasonable documentation. The Company further agrees that if such Litigation Cooperation occurs more than six (6) months after the Retention Date, the Company will in good faith negotiate with you for reasonable payment for his services, at an hourly rate commensurate with your salary as of the Retention Date, provided that the Company and to cooperate with any Company’s processing of governmental audits, inspections, inquiries, proceedings or investigations. You further you acknowledge and agree that you shall not voluntarily provide information be entitled to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist compensation for time spent actually testifying under oath in any investigation or inquiry conducted by the EEOCproceeding. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employees.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, cooperate in connection therewith, to cooperate reasonably good faith with the Company in (i) the defense or prosecution of any claims claims, arbitration or actions regulatory proceedings or action which already have been brought or which may be brought in the future against or on behalf of the Company and (ii) responding toor any of its directors, cooperating withofficers, employees, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, agents which relate to events or occurrences that transpired during your employment with the Company. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; trial and to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives of the Company at reasonable times designated in good faith by the Company (all such services referred to herein as “Litigation Cooperation”). Except as required by law, you agree that you will not voluntarily disclose any information to any person or party that is adverse to the Company and places; you will maintain the confidences and privileges of the Company. The Company agrees to prepare responses reimburse you for any reasonable and customary out-of-pocket expenses that you incur in connection with such Litigation Cooperation, subject to reasonable documentation. The Company further agrees that if such Litigation Cooperation occurs more than six (6) months after the Retention Date, the Company will in good faith negotiate with you for reasonable payment for his services, at an hourly rate commensurate with your salary as of the Retention Date, provided that the Company and to cooperate with any Company’s processing of governmental audits, inspections, inquiries, proceedings or investigations. You further you acknowledge and agree that you shall not voluntarily provide information be entitled to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist compensation for time spent actually testifying under oath in any investigation or inquiry conducted by the EEOCproceeding. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employees.

Litigation Cooperation. You agree Xx. Xxxxxx agrees to continue to serve the Company Companies as a litigation consultant and, in connection therewith, to cooperate reasonably fully with the Company Companies in (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company Companies and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your Xx. Xxxxxx'x employment with any of the CompanyCompanies. Your Xx. Xxxxxx'x full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company Companies in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your Xx. Xxxxxx'x employment with any of the CompanyCompanies; being reasonably available to meet with counsel for the Company, or any of its affiliates, the Companies to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the CompanyCompanies; and to meet with counsel or other designated representatives of the Company at reasonable times and placesCompanies; to prepare responses to and to cooperate with any Company’s the Companies' processing of governmental audits, inspections, inquiries, proceedings or investigations. You further The Companies agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you Xx. Xxxxxx for any reasonable out-of-pocket expenses that you incur he incurs in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant Companies will in good faith exercise their rights under this SectionSection so as not to interfere unreasonably with Xx. Xxxxxx'x personal schedule or ability to engage in gainful employment. In furtherance of Xx. Xxxxxx'x obligations under this Agreement, except Xx. Xxxxxx agrees that he shall not disclose, provide or reveal, directly or indirectly, any information concerning the Company shall notCompanies, under including without implication of limitation, their respective operations, plans, strategies or administration, to any circumstances, compensate you for time spent other person or entity unless compelled to do so (ia) testifying under oath pursuant to a valid subpoena or (iib) responding as otherwise required by law, but in either case only after providing the Companies, through Meditrust Corporation's General Counsel, with prior written notice and opportunity to questions from governmental investigators in a capacity as a fact witnesscontest such subpoena or other requirement. You acknowledge that Written notice shall be provided to the best of your knowledge you are not now aware of Meditrust Corporation's General Counsel as soon as practicable, but in no event less than five (5) business days before any violations of law that have been committed by the Company such disclosure is compelled, or, relating to Company businessif later, by any of its officers or employeesone (1) business day after Xx. Xxxxxx receives notice compelling such disclosure.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to reasonably cooperate reasonably with the Company in (i) the defense defense, prosecution or prosecution investigation of any claims or actions which already have been brought or threatened, or which may be brought or threatened in the future against or on behalf of the Company and its affiliates and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding inquiry or investigation, which in either case that relate to events or occurrences that transpired during your employment or association with the Company; PGL ____ BJS ____ provided, however, that such cooperation shall not materially and adversely affect you or expose you to an increased probability of civil or criminal litigation. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives representative of the Company at reasonable times and places; to prepare responses to and to cooperate with any the Company’s 's processing of governmental audits, inspections, inquiries, proceedings inquiries or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any will maintain the confidences and privileges of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted Company. You will be reimbursed by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you only for any reasonable out-of-pocket expenses that you reasonably incur in connection with such cooperation, including but not limited to reasonable attorneys' fees and expenses, subject to reasonable and satisfactory documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying will not exercise their rights under this paragraph so as to interfere with your ability to engage in gainful employment and shall endeavor to schedule your responsibilities hereunder so as not to interfere with your schedule so long as you promptly provide timely alternative dates on which you can fulfill your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeeshereunder.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to cooperate reasonably with the Company in (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your employment with the Company. Your cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, the Company to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives of the Company at reasonable times and places; to prepare responses to and to cooperate with any Company’s 's processing of governmental audits, inspections, inquiries, proceedings or investigations. You further agree The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, compensate you at an hourly rate derived from your last applicable Base Salary for time that you may participate reasonably spend complying with your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent testifying under oath or responding to questions from governmental investigators in or otherwise assist in any investigation or inquiry conducted by the EEOCa capacity as a fact witness. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse In furtherance of your obligations under this Agreement, you for any reasonable out-of-pocket expenses agree that you incur shall not disclose, provide or reveal, directly or indirectly, any information concerning the Company, including without implication of limitation, their respective operations, plans, strategies or administration, to any other person or entity unless compelled to do so pursuant to (a) a valid subpoena or (b) as otherwise required by law, but in connection either case only after providing the Company, to the attention of its Chief Executive Officer, with prior written notice and opportunity to contest such cooperation, subject subpoena or other requirement. Written notice shall be provided to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant under this Section, except that the Company shall notas soon as practicable, under but in no event less than five (5) business days before any circumstancessuch disclosure is compelled, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company businessif later, by any of its officers or employeesat least one business day after you receive notice compelling such disclosure.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to reasonably cooperate reasonably with the Company in (i) the defense defense, prosecution or prosecution investigation of any claims or actions which already have been brought or threatened, or which may be brought or threatened in the future against or on behalf of the Company and its affiliates and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding inquiry or investigation, which in either case that relate to events or PGL ____ TJM ____ occurrences that transpired during your employment or association with the Company; provided, however, that such cooperation shall not materially and adversely affect you or expose you to an increased probability of civil or criminal litigation. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives representative of the Company at reasonable times and places; to prepare responses to and to cooperate with any the Company’s 's processing of governmental audits, inspections, inquiries, proceedings inquiries or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any will maintain the confidences and privileges of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted Company. You will be reimbursed by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you reasonably incur in connection with such cooperation, including but not limited to reasonable attorneys' fees and expenses, subject to reasonable and satisfactory documentation. The Company shall compensate will also provide you at with compensation on an hourly rate basis calculated based on upon your current base salary as of September 7, 1999 (calculated by taking such salary and dividing by 48 weeks of 40 hours) for time that you reasonably spend complying requested litigation and regulatory cooperation. The Company will not exercise their rights under this paragraph so as to interfere with your ability to engage in gainful employment and shall endeavor to schedule your responsibilities hereunder so as not to interfere with your schedule so long as you promptly provide timely alternative dates on which you can fulfill your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeeshereunder.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to reasonably cooperate reasonably with the Company in (i) the defense defense, prosecution or prosecution investigation of any claims or actions which already have been brought or threatened, or which may be brought or threatened in the future against or on behalf of the Company and its affiliates and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding inquiry or investigation, which in either case that relate to events or occurrences that transpired during your employment or association with the Company; provided, however, that such cooperation shall not materially and adversely affect you or expose you to an increased probability of civil or criminal litigation. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives representative of the Company at reasonable times and places; to prepare responses to and to cooperate with any the Company’s 's processing of governmental audits, inspections, inquiries, proceedings inquiries or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any will maintain the confidences and privileges of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employmentCompany. In the event other commitments preclude you from being available addition to the Company when requestedyour compensation hereunder for such cooperation, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The reimbursed by the Company agrees to reimburse you only for any reasonable out-of-pocket expenses that you reasonably incur in connection with such cooperation, including but not limited to reasonable attorneys' fees and expenses, subject to reasonable and satisfactory documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying will not exercise their rights under this paragraph so as to interfere with your ability to engage in gainful employment and shall endeavor to schedule your responsibilities hereunder so as not to interfere with your schedule so long as you promptly provide timely alternative dates on which you can fulfill your obligations hereunder. In the event there are any inconsistencies or conflicts between the terms PGL ____ MJV ____ and conditions of this Paragraph G and the terms and conditions of the Advancement Agreement and the Side Letter, each dated as a litigation consultant under this Sectionof even date herewith, except that the Company terms and conditions of the Advancement Agreement and the Side Letter shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeescontrol.

Litigation Cooperation. You agree The Executive agrees to continue to serve the Company as a litigation consultant andconsultant, in connection therewith, to cooperate reasonably with the Company in in: (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your his employment with the Company. Your The Executive's full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your his employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, Company to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated delegated representatives of the Company at reasonable times and placesCompany; to prepare responses to and to cooperate with any the Company’s 's processing of governmental audits, inspections, inquiries, proceedings or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you the Executive for any reasonable out-of-pocket expenses expenses, including reasonable attorneys' fees, that you incur he incurs in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant will exercise its rights under this SectionSection 9 so as not to interfere unreasonably with the Executive's personal schedule or ability to engage in gainful employment. In furtherance of the Executive's obligations under this Agreement, except he agrees that he shall not disclose, provide or reveal, directly or indirectly, any information concerning the Company, including without implication of limitation, its operations, plans, strategies or administration, to any other person or entity unless compelled to do so (a) pursuant to a valid subpoena or (b) as otherwise required by law; but in either case only after providing the Company with prior written notice and opportunity to contest such subpoena or other requirement. Written notice shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that be provided to the best Company's Chairman of your knowledge you are not now aware of the Compensation Committee as soon as practicable, but in no event less than five (5) business days before any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeessuch disclosure is compelled.

Litigation Cooperation. You agree to continue to serve the Company Companies as a litigation consultant and, in connection therewith, to cooperate reasonably fully with the Company Companies in (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company Companies and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your employment with any of the CompanyCompanies. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company Companies in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the CompanyCompanies; being reasonably available to meet with counsel for the Company, or any of its affiliates, the Companies to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the CompanyCompanies; and to meet with counsel or other designated representatives of the Company at reasonable times and placesCompanies; to prepare responses to and to cooperate with any Company’s 's processing of governmental audits, inspections, inquiries, proceedings or investigations. You further The Companies agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company Companies shall compensate you at an hourly the rate based on your current base salary of $500 per hour for time that you reasonably spend complying with your obligations as a litigation consultant under this SectionSection after expiration of the Consulting Period, except that the Company Companies shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge The Companies will try, in good faith, to exercise their rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In furtherance of your obligations under this Agreement, you agree that you shall not disclose, provide or reveal, directly or indirectly, any information concerning the Companies, including without implication of limitation, their respective operations, plans, strategies or administration, to any other person or entity unless compelled to do so pursuant to (a) a valid subpoena or (b) as otherwise required by law, but in either case only after providing the Companies, through the Office of PAHI's General Counsel, with prior written notice and opportunity to contest such subpoena or other requirement. Written notice shall be provided to the best Office of your knowledge you are not now aware of PAHI's General Counsel as soon as practicable, but in no event less than five (5) business days before any violations of law that have been committed by the Company such disclosure is compelled, or, relating to Company businessif later, by any of its officers or employeesone business day after you receive notice compelling such disclosure.

Litigation Cooperation. You agree to continue to serve the Company Companies as a litigation consultant and, in connection therewith, to cooperate reasonably fully with the Company Companies in (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company Companies and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your employment with any of the CompanyCompanies. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company Companies in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the CompanyCompanies; being reasonably available to meet with counsel for the Company, or any of its affiliates, the Companies to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the CompanyCompanies; and to meet with counsel or other designated representatives representative of the Company at reasonable times and placesCompanies; to prepare responses to and to cooperate with any Company’s 's processing of governmental audits, inspections, inquiries, proceedings or investigations. You further The Companies agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company Companies shall compensate you at an hourly the rate based on your current base salary of _____ per hour for time that you reasonably spend complying with your obligations as a litigation consultant under this Section, except that the Company Companies shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge The Companies will try, in good faith, to exercise their rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In furtherance of your obligations under this Agreement, you agree that you shall not disclose, provide or reveal, directly or indirectly, any information concerning the Companies, including without implication of limitation, their respective operations, plans, strategies or administration, to any other person or entity unless compelled to do so pursuant to (a) a valid subpoena or (b) as otherwise required by law, but in either case only after providing Wyndham, through the Office of its General Counsel, with prior written notice and opportunity to contest such subpoena or other requirement. Written notice shall be provided to the best Office of your knowledge you are Wyndham's General Counsel as soon as practicable, but in no event not now aware of less than five (5) business days before any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeessuch disclosure is compelled.

Litigation Cooperation. You agree to continue to serve the Company as a litigation consultant and, in connection therewith, to cooperate reasonably fully with the Company in (i) the defense or prosecution of any claims or actions which already have been brought or which may be brought in the future against or on behalf of the Company and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your employment with any of the Company. Your full cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other contact concerning events or occurrences that transpired during your employment with any of the Company; being reasonably available to meet with counsel for the Company, or any of its affiliates, Company to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated by the Company; and to meet with counsel or other designated representatives of the Company at reasonable times and placesCompany; to prepare responses to and to cooperate with any Company’s 's processing of governmental audits, inspections, inquiries, proceedings or investigations. You further agree that you shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperation. The Company agrees to reimburse you for any reasonable out-of-pocket expenses that you incur in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on derived from your current base salary last applicable Base Salary for time that you reasonably spend complying with your obligations as a litigation consultant under this Section, except that the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath or (ii) responding to questions from governmental investigators in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employees.compensate

Litigation Cooperation. You agree The Employee agrees to continue to serve the Company as a litigation consultant and, and in connection therewith, to cooperate reasonably with the Company in (i) the defense or prosecution of any claims or actions involving matters in which he was involved while employed by the Company or about which he has knowledge, which already have been brought or which may be brought in the future against or on behalf of the Company Company, and (ii) responding to, cooperating with, or contesting any governmental audit, inspection, inquiry, proceeding or investigation, which relate to events or occurrences that transpired during your his employment with the Company. Your The Employee’s cooperation in connection with such claims or actions shall include, without implication of limitation: promptly notifying the Company in writing of any subpoena, interview, investigation, request for information, or other material contact concerning events or occurrences that transpired during your his employment with any of the Company; being reasonably available Company that relate to meet litigation or imply that it may relate to litigation, consulting with counsel for the Company, or any of its affiliates, Company to prepare for discovery or trial; to testify truthfully as a witness when reasonably requested and at reasonable times designated requested by the Company; and to meet with counsel or other designated delegated representatives of the Company at reasonable times and placesCompany; to prepare assist in the preparation of responses to and to cooperate with any the Company’s processing of governmental audits, inspections, inquiries, proceedings or investigations. You further agree investigations related to events or occurrences that you shall not voluntarily provide information to or otherwise cooperate transpired during his employment with any individual or entity that is contemplating or pursuing litigation against any of the Releasees or that is undertaking any investigation or review of any of the Releasees’ activities or practices; provided, however, that you may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC. The Company will try, in good faith, to exercise its rights under this Section so as not to unreasonably interfere with your personal schedule or ability to engage in gainful employment. In the event other commitments preclude you from being available to the Company when requested, you may decline a Company request for cooperation so long as you promptly provide to the Company reasonable alternative dates when you will be available to provide such cooperationCompany. The Company agrees that it will attempt to accommodate the Employee’s work schedule when requesting his participation in the above activities and to reimburse you the Employee for any reasonable out-of-pocket expenses expenses, including reasonable attorneys’ fees, that you incur he incurs in connection with such cooperation, subject to reasonable documentation. The Company shall compensate you at an hourly rate based on your current base salary for time that you reasonably spend complying with your obligations as a litigation consultant will exercise its rights under this Section, except that Section so as not to interfere unreasonably with the Company shall not, under any circumstances, compensate you for time spent (i) testifying under oath Employee’s personal schedule or (ii) responding ability to questions from governmental investigators engage in a capacity as a fact witness. You acknowledge that to the best of your knowledge you are not now aware of any violations of law that have been committed by the Company or, relating to Company business, by any of its officers or employeesgainful employment.