The terms and conditions of this Agreement and the conduct of the Arbitration are confidential, and no Party will disclose such terms and conditions or conduct to any third party except:  (a) to its attorneys, (b) by ITG as required by applicable law, regulation, statute, or fiduciary obligation, (c) by ITG to its auditors, insurers or reinsurers (and each such auditor, insurer or reinsurer may make such disclosures as are required in the ordinary course of that party’s business), and (d) as necessary to enforce its rights under this Agreement, provided, however, that each Party shall take commercially reasonable steps to ensure that such disclosure does not result in public disclosure of the terms and conditions of this Agreement or the conduct of the Arbitration, including by informing the foregoing excepted recipients of the confidentiality obligations hereunder.  The fact of the settlement caused by this Agreement and the amount of the Settlement Payment shall not be confidential.  The Parties acknowledge and agree that their respective promises to maintain the confidentiality of this Agreement is a material term of this Agreement.  The Parties represent and warrant that, as of the date they sign this Agreement, they have not had any discussion or made any disclosure contrary to their obligations under this Paragraph 15.  Notwithstanding anything to the contrary set forth in this Paragraph 15, the terms and conditions of this Agreement shall not be or remain confidential to the extent that ITG makes a public disclosure of this Agreement as required by applicable law, regulation, statute or fiduciary obligation.