Brookline hereby agrees with Company: (i) to maintain in confidence any non-public information disclosed to Brookline with respect to Company; (ii) to use such information only in connection with the provision of services to Company hereunder; and (iii) to comply with applicable securities laws with respect to such information.  Brookline agrees to keep confidential during the Term, and for five years after any termination of this Agreement, all non-public information provided to it by Company or its advisors, except as required by law, pursuant to an order of a court of competent jurisdiction or the request of a regulatory authority having jurisdiction over Brookline (a “ Regulatory Request ”), or as contemplated by the terms of this Agreement, provided Brookline shall, if permitted by law, give notice to Company of the requirement, order or Regulatory Request to furnish the non-public information (other than a Regulatory Request made in the ordinary course and not specific to the non-public information).  Notwithstanding any provision herein to the contrary, Brookline may disclose non-public information to its affiliates, agents and advisors whenever it determines that such disclosure is necessary to provide the services contemplated hereunder, provided that it advises such persons of the obligation to maintain the confidentiality of such information and remains liable under this Agreement for any breach of confidentiality by such affiliates, agents and advisors.  Notwithstanding any provision herein to the contrary, this Section shall not bar disclosure of, and Brookline and its representatives or agents may disclose, without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the Offering and related transactions and all materials of any kind (including opinions or other tax analyses) that are provided to Brookline or Company or such representatives or agents relating to such tax treatment and tax structure, provided that with respect to any document or similar item, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions.