During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company.  The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times.  During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any foreign, federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company.  The Company shall reimburse the Executive for any reasonable out‑of‑pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).  If reasonable prudence warrants that the Executive be represented by legal counsel in connection with such cooperation, the Company shall either provide legal representation for the Executive in connection with the activities described in this Section 7(f) or shall reimburse the Executive for his reasonable attorneys’ fees.  For the avoidance of doubt, if the Company offers to provide joint representation to the Executive in connection with such cooperation activities and the provision of such representation is permissible in accordance with applicable ethical rules, the Executive shall not be entitled to reimbursement for his attorneys’ fees if he elects to decline such representation.