Assistance in Proceedings. During the Employment Period and thereafter, the Executive will cooperate with ​ in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by ​ (including, without limitation, the Executive being available to ​ upon reasonable notice for interviews and factual investigations, appearing at ​’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to ​ all pertinent information and turning over to ​ all relevant documents which are or may come into the Executive’s possession, all at times and on schedules that are reasonably consistent with the Executive’s other permitted activities and commitments). In the event ​ requires the Executive’s cooperation in accordance with this Section 27, ​ will pay the Executive a reasonable per diem as determined by the Board and reimburse the Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).

Executive agrees to cooperate with ​, during the Term of Employment and thereafter (including following termination of Executive's employment for any reason), by making himself reasonably available to testify on behalf of ​ or any Subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist ​, or any Subsidiary, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to ​, or any Subsidiary as reasonably requested. ​ agrees to reimburse Executive for all expenses actually incurred in connection with his provision of testimony or assistance.