At the Closing, the Confidentiality Agreement, shall be amended and restated to the form set forth in Exhibit D attached hereto, to among other things extend until two years after the date on which no Purchaser Designee sits on the Board of Directors and the Purchaser has ceased to hold the right to nominate a Purchaser Designee to the Board of Directors. Notwithstanding anything to the contrary in this Agreement, in the Confidentiality Agreement or any other agreement entered into from time to time by the Company or any of its subsidiaries, the Company agrees that the Purchaser or any of its Affiliates may disclose any confidential information of or relating to the Company it receives if such disclosure is (i) requested or required by law or any regulatory or governmental authority; provided, the Company is given, to the extent reasonably practicable and legally permitted, prior written notice of such requirement and an opportunity to seek a protective order with respect thereto or (ii) as and to the extent that the Purchaser determines in good faith to be necessary or advisable in light of ongoing review or oversight by a regulatory or governmental authority with jurisdiction over the Purchaser or any of its Affiliates.