After the Termination Date the Administering Authority shall promptly provide LGSS with access to the Scheme Information as requested by LGSS in order to enable LGSS to respond to and/or to bring any claim brought against LGSS in relation to the Services or in respect of any other matter arising out of this Agreement.
After the Termination Date or the end of the term of this Agreement, the Employee covenants to render further advice and assistance to the Company as may be required from time to time, and to provide all information available to him on matters handled by and through him while employed by the Company or of which he has personal knowledge, and by making available to the Company at reasonable times and circumstances, upon request by the Company, information pertinent to its operations in his possession; and, to the extent that it is necessary, to cooperate with and assist the Company to conclude any matters that are pending and which may require his assistance; provided, that he shall be paid reasonable compensation by the Company in the event he is required to expend time in the performance of such services; and provided further, that the Employee may perform such services in a manner that does not unreasonably interfere with other employment obtained by the Employee. The Employee shall be reimbursed for any expenses incurred by him in the performance of the covenants herein set forth in this Section 6.05. In addition, the Employee agrees to cooperate with and provide assistance to the Company and its legal counsel in connection with any litigation (including arbitration or administrative hearings) or investigation affecting the Company, in which, in the reasonable judgment of the Company’s counsel, the Employee’s assistance or cooperation is needed. The Employee shall, when requested by the Company, provide testimony or other assistance and shall travel at the Company’s request in order to fulfill this obligation. In connection with such litigation or investigation, the Company shall attempt to accommodate the Employee’s schedule, shall reimburse the Employee (unless prohibited by law) for any actual loss wages in connection therewith, shall provide the Employee with reasonable notice in advance of the times in which the Employee’s cooperation or assistance is needed, and shall reimburse the Employee for any reasonable expenses incurred in connection with such matters.
After the Termination Date or the end of the term of this Agreement, the Employee covenants to render further advice and assistance to the Company as may be required from time to time, and to provide all information available to him on matters handled by and through him while employed by the Company or of which he has personal knowledge, and by making available to the Company at reasonable times and circumstances, upon request by the Company, information pertinent to its operations in his possession; and, to the extent that it is necessary, to cooperate with and assist the Company to conclude any matters that are pending and which may require his assistance; provided, that he shall be paid reasonable compensation by the Company in the event he is required to expend time in the performance of such services; and provided further, that the Employee may perform such services in a manner that does not unreasonably interfere with other employment obtained by the Employee. The Employee shall be reimbursed for any expenses incurred by him in the performance of the covenants herein set forth in this Section 6.05.
After the Termination Date or the end of the term of this Agreement, the Employee agrees that he will not discuss his employment and resignation or termination or Termination Compensation, if any, with any representatives of the media, either directly or indirectly, without the written consent and approval of the Company.
After the Termination Date this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of any Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its subagents hereunder. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated and all Obligations then owing have been paid in full.
After the Termination Date. At all times on and after the Termination Date, the Senior Class Certificate Principal Balance (or applicable portion thereof) shall bear interest at the Bank Base Rate plus 2.0%.
After the Termination Date. At all times on and after the -------------------------- Termination Date, with respect to any portion of the Transferred Interest which shall be held by the Agent on behalf of the Company, the Agent shall select all funding periods. At all times after the Termination Date but prior to the occurrence of a Termination Event, Discount shall be calculated by reference to the CP Rate; provided that the Company may determine, from time to time, in its sole discretion (whether as a result of a CP Disruption Event or otherwise), that funding such Net Investment by means of the issuance of Commercial Paper is not possible or is not desirable for any reason. Upon such determination, Discount shall be calculated at the Eurodollar Rate. If the Liquidity Provider acquires from the Company a Purchased Interest pursuant to the terms of the Liquidity Provider Agreement, Barclays, on behalf of the Liquidity Provider, may exercise the right of selection granted to the Company hereby. The initial funding period applicable to any such Purchased Interest shall be a period of not greater than 14 days and Discount with respect thereto shall be calculated by reference to the Base Rate. Thereafter, provided that a Termination Event -------- shall not have occurred, Discount shall be calculated by reference to the Eurodollar Rate and, if such rate is not available, the Base Rate. After the occurrence of a Termination Event, Discount in respect of any Transferred Interest held by the Company or any Purchased Interest held by a Liquidity Provider shall be determined as set forth in Section 6.2 of the Security Agreement.
After the Termination Date. On the Closing Date, the Company shall deliver to each Purchaser a Debenture, dated the Closing Date, in the principal amount set forth opposite the name of such Purchaser in Exhibit A. The Company shall deliver the foregoing Debentures against receipt by the Company from each Purchaser of an amount equal to the aggregate purchase price for the Debentures to be purchased by such Purchaser at the Closing, as set forth opposite the name of such Purchaser on Exhibit A, in each case by wire transfer in immediately available funds in U.S. dollars to an account designated by the Company or a certified or official bank check payable to the order of the Company drawn upon or issued by a bank which is a member of the New York Clearinghouse for banks.
After the Termination Date this Agreement shall terminate and the Collateral Agent, at the request and expense of the respective Assignor, will execute and deliver to such Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral of such Assignor as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Revolving Commitment has been terminated, no Note remains outstanding, all Letters of Credit have been terminated and all Credit Agreement Obligations then owing by any Assignor have been paid in full.
After the Termination Date this Agreement shall terminate and the Collateral Agent, at the request and expense of the respective Assignor, will execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral of such Assignor as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, 34 EXHIBIT H PAGE 29
