premise: Notwithstanding the provisions of this Section 5, if Recipient receives a Termination Notice, it shall not be required to return or destroy Confidential Materials to the extent that, in the reasonable opinion of legal counsel for such party, such return or destruction violates any law or regulation; PROVIDED, HOWEVER, that in such event Recipient shall describe in its Compliance Certificate the extent to which it is not returning or destroying Confidential Materials. 