With respect to any third party claims (including, without limitation, ongoing litigations) that implicate Patriot (or its officers or directors) during the time Shields was employed with Patriot, Shields shall use all commercially reasonable efforts to cooperate fully and assist Patriot in its defense of any such claims. Upon reasonable request, Shields shall make himself available to Patriot’s designated counsel (including counsel for any officers or directors of Patriot) to discuss facts and other issues concerning any transactions or matters for which Shields has personal knowledge. Any such communications shall maintain a privileged status that may only be waived by written consent of Patriot. Shields also agrees that if is subpoenaed by any person or entity (including any governmental entity) to give testimony or provide documents (in a deposition, court proceeding or otherwise), that in any way relates to his employment with Patriot, Shields shall give prompt notice of such request to Patriot (24 hours or less) and shall make no disclosure until Patriot has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. In the event Shields’ cooperation under this Section results in reasonable out of pocket expenses for Shields, Patriot shall reimburse Shields for such reasonable expenses after submission by Shields of proof of the expenses. Time is of the essence with respect to any requests made for Shields to cooperate under this section.