Executive agrees that he will cooperate fully with the Company and its counsel, upon their request, with respect to any potential or pending proceeding (including, but not limited to, any litigation, arbitration, regulatory proceeding, investigation or governmental action) that relates at least in part to matters with which Executive was involved while he was an employee of the Company or any of its affiliates, or with which he has knowledge. Executive agrees to render such cooperation in a timely fashion and to provide Company personnel and counsel with the full benefit of his knowledge with respect to any such matter, and will make himself reasonably available for interviews, depositions, or court appearances at the request of the Company or its counsel.  The Parties agree that Executive’s willingness to provide this cooperation is an inducement in the Company’s willingness to enter into this agreement and, accordingly, any failure to comply with the requirements of this Section 11 shall constitute a material breach of this Separation Agreement. The Company agrees that it will not claim any breach of this Section 11 by Executive before providing Executive written notice of the specific cooperation requested which Company claims Executive has failed to provide, and it shall give Executive a reasonable opportunity to provide the requested cooperation following delivery of such notice.