Common use of Nondisclosure of Information Clause in Contracts

Nondisclosure of Information. (a) As a condition to the Investor being furnished with the Confidential Information, the Investor agrees to treat the Confidential Information in accordance with the provisions of this Agreement and agrees to take or abstain from taking certain actions with respect thereto as set forth herein. The Investor agrees not to use any of the Confidential Information for any purpose other than the purpose of evaluating the Investor’s or its affiliate’s investment in, and the value of, the Subject Securities and the underlying Mortgage Loans (including evaluating compliance with the terms of the related pooling and servicing agreement). Except as otherwise expressly provided herein, the Investor agrees that the Confidential Information will be kept confidential by the Investor and its affiliates, directors, officers and employees who have access to, obtain, or receive the Confidential Information either directly or indirectly from the Investor under this Agreement (collectively, its “Representatives”). (b) The Investor may disclose the Confidential Information to its Representatives and its affiliates’ Representatives and agents, partners and representatives, including without limitation any accountants, attorneys, and financial advisors (collectively “Advisors”) who need to know such information for the purpose of evaluating the Investor’s or its affiliate’s investment in, and valuing, the Subject Securities and the underlying Mortgage Loans, provided that any such Representatives are informed of the confidential nature of the Confidential Information and any such Advisors (with the exception of counsel who have professional obligations of confidentiality and who the Investor will direct to maintain the confidentiality of the information) first execute a substantially similar form of confidentiality agreement as this Agreement with Investor with respect to the Confidential Information, which agreement shall name Countrywide as a third party beneficiary thereto. The Investor agrees that, except as permitted herein it will not, and will direct its Representatives not to, disclose to any person any Confidential Information. The Investor will be responsible for any breach of this Agreement by its affiliates’ and its Representatives. In addition, the Investor may disclose the Confidential Information to a prospective purchaser of the Mortgage Loans or the Securities (in the case of Securities in particular as may be necessary to comply with securities laws, including without limitation, Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, or any similar successor rule or regulation), provided that such prospective purchaser shall have executed a similar form confidentiality agreement as this Agreement with Investor with respect to the Confidential Information. (c) Notwithstanding anything herein to the contrary, the Investor and Countrywide agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it in relation to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.

Nondisclosure of Information. (a) As a condition 13.1 Each party to this Agreement may find it beneficial to disclose to the Investor being furnished with other party documentation or other information which the Confidential disclosing party considers proprietary ("Information"). Such Information may include but is not limited to, the Investor agrees its engineering, hardware, software or other technical information, and financial, accounting or marketing reports, analysis, forecasts, predictions or projections. 13.2 It is specifically understood and agreed that Information disclosed pursuant to treat the Confidential Information in accordance with the provisions of this Agreement and agrees to take or abstain from taking certain actions with respect thereto as set forth herein. The Investor agrees not to use any of the Confidential Information for any purpose other than the purpose of evaluating the Investor’s or its affiliate’s investment in, and the value of, the Subject Securities and the underlying Mortgage Loans (including evaluating compliance with the terms of the related pooling and servicing agreement). Except as otherwise expressly provided herein, the Investor agrees that the Confidential Information will shall be kept confidential considered proprietary either because 1) it has been developed internally by the Investor and its affiliates, directors, officers and employees who have access to, obtaindisclosing party, or receive because 2) it has been received by the Confidential Information either directly or indirectly from the Investor under this Agreement (collectively, its “Representatives”). (b) The Investor may disclose the Confidential Information disclosing party subject to its Representatives and its affiliates’ Representatives and agents, partners and representatives, including without limitation any accountants, attorneys, and financial advisors (collectively “Advisors”) who need to know such information for the purpose of evaluating the Investor’s or its affiliate’s investment in, and valuing, the Subject Securities and the underlying Mortgage Loans, provided that any such Representatives are informed of the confidential nature of the Confidential Information and any such Advisors (with the exception of counsel who have professional obligations of confidentiality and who the Investor will direct a continuing obligation to maintain the confidentiality of the Information. 13.3 Information that is provided in a tangible form shall be marked in a manner to indicate that it is considered proprietary or otherwise subject to limited distributions provided herein. If the Information is provided orally, the disclosing party shall clearly identify it as being proprietary at the time of disclosure, and within fifteen (15) working days of such disclosure, confirm the disclosure in writing to the other party. With respect to Information, the party to whom the Information is disclosed and its employees shall: a. hold the Information in confidence and protect it in accordance with the security regulations by which it protects its own proprietary or confidential information) first execute , which it does not wish to disclose; b. restrict disclosure of the Information solely to those employees with a substantially similar form need to know and not disclose it to any other persons; c. advise those employees of confidentiality agreement as this Agreement with Investor their obligations with respect to the Confidential Information, which agreement shall name Countrywide as a third party beneficiary thereto. The Investor agrees that; and d. use the Information only in connection with implementing this Agreement and in continuing discussions and negotiations between the parties concerning the Service, except as permitted herein may otherwise be agreed upon in writing. 13.4 In the event a party to whom Information has been disclosed proposes to disclose that Information to an outside consultant or agent, it will not, shall obtain the written consent of the party from whom the Information was originally received and will direct its Representatives not to, disclose arrange for the execution by the consultant or agent for a nondisclosure agreement in a form reasonably satisfactory to the party from whom the Information was originally received. 13.5 The party to whom Information is disclosed shall have no obligations to preserve the proprietary nature of any person Information that: a. was previously known to it free of any Confidential Informationobligations to keep it confidential; b. is disclosed to third parties by the disclosing party without restriction; c. is or becomes publicly available by other than unauthorized disclosure; or d. is independently developed by the receiving party. The Investor will Information shall be responsible for any breach of this Agreement by its affiliates’ and its Representatives. In addition, deemed the Investor may disclose the Confidential Information to a prospective purchaser property of the Mortgage Loans or disclosing party and, upon request the Securities (other party will promptly return all Information that is in the case of Securities in particular as may be necessary to comply with securities laws, including without limitation, Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, or any similar successor rule or regulation), provided that such prospective purchaser shall have executed a similar tangible form confidentiality agreement as this Agreement with Investor with respect to the Confidential Informationdisclosing party or destroy all such information. (c) Notwithstanding anything herein to the contrary, the Investor and Countrywide agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it in relation to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.

Nondisclosure of Information. (a) As a condition to the Investor being furnished with the Confidential Information, the Investor agrees to treat the Confidential Information in accordance with the provisions of this Agreement and agrees to take or abstain from taking certain actions with respect thereto as set forth herein. The Investor agrees not to use any of the Confidential Information for any purpose other than the purpose of evaluating the Investor’s 's or its affiliate’s 's investment in, and the value of, the Subject Securities and the underlying Mortgage Loans (including evaluating compliance with the terms of the related pooling and servicing agreement). Except as otherwise expressly provided herein, the Investor agrees that the Confidential Information will be kept confidential by the Investor and its affiliates, directors, officers and employees who have access to, obtain, or receive the Confidential Information either directly or indirectly from the Investor under this Agreement (collectively, its “"Representatives”"). (b) The Investor may disclose the Confidential Information to its Representatives and its affiliates’ ' Representatives and agents, partners and representatives, including without limitation any accountants, attorneys, and financial advisors (collectively “"Advisors”") who need to know such information for the purpose of evaluating the Investor’s 's or its affiliate’s 's investment in, and valuing, the Subject Securities and the underlying Mortgage Loans, provided that any such Representatives are informed of the confidential nature of the Confidential Information and any such Advisors (with the exception of counsel who have professional obligations of confidentiality and who the Investor will direct to maintain the confidentiality of the information) first execute a substantially similar form of confidentiality agreement as this Agreement with Investor with respect to the Confidential Information, which agreement shall name Countrywide as a third party beneficiary thereto. The Investor agrees that, except as permitted herein it will not, and will direct its Representatives not to, disclose to any person any Confidential Information. The Investor will be responsible for any breach of this Agreement by its affiliates’ ' and its Representatives. In addition, the Investor may disclose the Confidential Information to a prospective purchaser of the Mortgage Loans or the Securities (in the case of Securities in particular as may be necessary to comply with securities laws, including without limitation, Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, or any similar successor rule or regulation), provided that such prospective purchaser shall have executed a similar form confidentiality agreement as this Agreement with Investor with respect to the Confidential Information. (c) Notwithstanding anything herein to the contrary, the Investor and Countrywide agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it in relation to the tax treatment and tax structure. For this purpose, “"tax structure” " is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.

Nondisclosure of Information. (a) As a condition 13.1 Each Party to this Agreement may find it beneficial to disclose to the Investor being furnished with other party documentation or other information which the Confidential disclosing Party considers proprietary or is under a duty to protect ("Information"). Such Information may include but is not limited to, engineering, hardware, software or other technical information concerning the Investor agrees project or the business of AT&T, Spaceconnection or Shop at Home generally. 13.2 It is specifically understood and agreed that Information disclosed pursuant to treat the Confidential Information in accordance with the provisions of this Agreement and agrees to take or abstain from taking certain actions with respect thereto as set forth herein. The Investor agrees not to use any of the Confidential Information for any purpose other than the purpose of evaluating the Investor’s or its affiliate’s investment in, and the value of, the Subject Securities and the underlying Mortgage Loans (including evaluating compliance with the terms of the related pooling and servicing agreement). Except as otherwise expressly provided herein, the Investor agrees that the Confidential Information will shall be kept confidential considered proprietary either because 1) it has been developed internally by the Investor and its affiliates, directors, officers and employees who have access to, obtaindisclosing party, or receive because 2) it has been received by the Confidential Information either directly or indirectly from the Investor under this Agreement (collectively, its “Representatives”). (b) The Investor may disclose the Confidential Information disclosing Party subject to its Representatives and its affiliates’ Representatives and agents, partners and representatives, including without limitation any accountants, attorneys, and financial advisors (collectively “Advisors”) who need to know such information for the purpose of evaluating the Investor’s or its affiliate’s investment in, and valuing, the Subject Securities and the underlying Mortgage Loans, provided that any such Representatives are informed of the confidential nature of the Confidential Information and any such Advisors (with the exception of counsel who have professional obligations of confidentiality and who the Investor will direct a continuing obligation to maintain the confidentiality of the Information. 13.3 Information that is provided in a Tangible form shall be marked in a manner to indicate that it is considered proprietary or otherwise subject to limited distributions provided herein. If the Information is provided orally, the disclosing party shall clearly identify it as being proprietary at the time of disclosure, and within five (5) working days of such disclosure, confirm the disclosure in writing to the other party. 13.4 With respect to Information, the Party to whom the Information is disclosed and its employees shall: (I) hold the Information in confidence and protect it in accordance with the security regulations by which it protects its own proprietary or confidential information, which it does not wish to disclose; (II) first execute restrict disclosure of the Information solely to those employees with a substantially similar form need to know and not disclose it to any other persons; (III) advise those employees of confidentiality agreement as this Agreement with Investor their obligations with respect to the Confidential Information, which and (IV) use the Information only in connection with implementing this Agreement and in continuing discussions and negotiations between the parties concerning the Service; except as may otherwise be agreed upon in writing. 13.5 In the event a party to whom Information has been disclosed proposes to disclose that Information to an outside consultant or agent, it shall obtain the consent of the party from whom the Information was originally received and arrange for the execution by the consultant or agent for a nondisclosure agreement for a form satisfactory to the party from whom the Information was originally received. 13.6 The party to whom Information is disclosed shall name Countrywide as a have no obligations to preserve the proprietary nature of any Information which: (I) was previously known to it free of any obligations to keep it confidential; (II) is disclosed to third parties by the disclosing party or the third party beneficiary thereto. requiring such protection (such as AT&T) without restriction; (III) is or becomes publicly available by other than unauthorized disclosure; or (IV) is independently developed by the receiving party. 13.7 The Investor agrees thatInformation shall be deemed the property of the disclosing party and, except as permitted herein it will not, and will direct its Representatives not to, disclose to any person any Confidential Information. The Investor will be responsible for any breach of this Agreement by its affiliates’ and its Representatives. In additionupon request, the Investor may disclose the Confidential other party will return all Information to a prospective purchaser of the Mortgage Loans or the Securities (which is in the case of Securities in particular as may be necessary to comply with securities laws, including without limitation, Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, or any similar successor rule or regulation), provided that such prospective purchaser shall have executed a similar tangible form confidentiality agreement as this Agreement with Investor with respect to the Confidential Informationdisclosing party or destroy all such information. (c) Notwithstanding anything herein to the contrary, the Investor and Countrywide agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it in relation to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.

Nondisclosure of Information. (a) As a condition to the Investor being furnished with the Confidential Information, the Investor agrees to treat the Confidential Information in accordance with the provisions of this Agreement and agrees to take or abstain from taking certain actions with respect thereto as set forth herein. The Investor agrees not to use any of the Confidential Information for any purpose other than the purpose of evaluating the Investor’s 's or its affiliate’s 's investment in, and the value of, the Subject Securities and the underlying Mortgage Loans (including evaluating compliance with the terms of the related pooling and servicing agreement). Except as otherwise expressly provided herein, the Investor agrees that the Confidential Information will be kept confidential by the Investor and its affiliates, directors, officers and employees who have access to, obtain, or receive the Confidential Information either directly or indirectly from the Investor under this Agreement (collectively, its “"Representatives”"). (b) The Investor may disclose the Confidential Information to its Representatives and its affiliates’ ' Representatives and agents, partners and representatives, including without limitation any accountants, attorneys, and financial advisors (collectively “"Advisors”") who need to know such information for the purpose of evaluating the Investor’s 's or its affiliate’s 's investment in, and valuing, the Subject Securities and the underlying Mortgage Loans, provided that any such Representatives are informed of the confidential nature of the Confidential Information and any such Advisors (with the exception of counsel who have professional obligations of confidentiality and who the Investor will direct to maintain the confidentiality of the information) first execute a substantially similar form of confidentiality agreement as this Agreement with Investor with respect to the Confidential Information, which agreement shall name Countrywide as a third party beneficiary thereto. The Investor agrees that, except as permitted herein it will not, and will direct its Representatives not to, disclose to any person any Confidential Information. The Investor will be responsible for any breach of this Agreement by its affiliates’ ' and its Representatives. In addition, the Investor may disclose the Confidential Information to a prospective purchaser of the Mortgage Loans or the Securities (in the case of Securities in particular as may be necessary to comply with securities laws, including without limitation, Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, or any similar successor rule or regulation), provided that such prospective purchaser shall have executed a similar form confidentiality agreement as this Agreement with Investor with respect to the Confidential Information. (c) Notwithstanding anything herein to the contrary, the Investor and Countrywide agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that Exh. 10-2 are provided to it in relation to the tax treatment and tax structure. For this purpose, “"tax structure” " is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.

Nondisclosure of Information. (a) As a condition to the Investor being furnished with the Confidential Information, the Investor agrees to treat the Confidential Information in accordance with the provisions of this Agreement and agrees to take or abstain from taking certain actions with respect thereto as set forth herein. The Investor agrees not to use any of the Confidential Information for any purpose other than the purpose of reviewing, managing, analyzing and evaluating the Investor’s or its affiliate’s investment in, and the value of, the Subject Subordinated Securities and the underlying Mortgage Loans (including evaluating compliance with the terms of the related pooling and servicing agreement, (the “Permissable Purpose”). Except as otherwise expressly provided herein, the Investor agrees that the Confidential Information will be kept confidential by the Investor and its affiliates, directors, officers officers, employees, agents, partners or representatives, including without limitation any accountants, attorneys, and employees who have access to, obtain, or receive the Confidential Information either directly or indirectly from the Investor under this Agreement financial advisors (collectively, its “Representatives”). (b) The Investor may disclose the Confidential Information to its Representatives and its affiliates’ Representatives and agents, partners and representatives, including without limitation any accountants, attorneys, and financial advisors (collectively “Advisors”) who need to know such information for the purpose of evaluating the Investor’s or its affiliate’s investment in, Permissable Purpose and valuing, the Subject Securities and the underlying Mortgage Loans, provided that any such Representatives who are informed of the confidential nature of the Confidential Information and any such Advisors (with the exception of counsel who have professional obligations of confidentiality and who the Investor will direct to maintain the confidentiality of the information) first execute a substantially similar form of confidentiality agreement as this Agreement with Investor with respect to the Confidential Information, which agreement shall name Countrywide as a third party beneficiary thereto. The Investor agrees that, except as permitted herein that it will not, and will direct its Representatives not to, disclose to any person any Confidential Information. Without the prior written consent of Countrywide, neither the Investor nor its Representatives shall disclose to any person the fact that the Investor has received any of the Confidential Information. The Investor will be responsible for any breach of this Agreement by its affiliates’ and its Representatives. In additionThe Investor agrees, the Investor may disclose the Confidential Information at its own expense, to a prospective purchaser of the Mortgage Loans or the Securities (in the case of Securities in particular as may be necessary to comply with securities lawstake all reasonable measures, including without limitationbut not limited to court proceedings, Regulation AB under the Securities Act to restrain its Representatives from unauthorized disclosure or use of 1933 and the Securities Exchange Act of 1934, each as amended, or any similar successor rule or regulation), provided that such prospective purchaser shall have executed a similar form confidentiality agreement as this Agreement with Investor with respect to the Confidential Information. (c) Notwithstanding anything herein to the contrary, the Investor and Countrywide agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it in relation to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.

Nondisclosure of Information. (a1) As Each Party acknowledges that the other Party's trade secrets, private or secret processes, methods and ideas, as they exist from time to time, customer lists and information concerning the other Party's products, services, training methods, development, technical information, marketing activities and procedures, credit and financial data concerning each Party's clients (for the purposes of this Section 11b only, "Proprietary Information") are valuable, special and unique assets of a condition Party, access to and knowledge of which are essential to the Investor being furnished performance of each Party. In light of the highly competitive nature of the industry in which a Party's business is conducted, each Party agrees that all Proprietary Information, heretofore or in the future obtained by each Party as a result of a Party's association with the Confidential Informationother Party shall be considered confidential. Without limiting the generality of the foregoing, Video News acknowledges and agrees that Client press releases, prior to the Investor agrees to treat applicable Client's release thereof, are confidential and constitute "inside information" under applicable securities laws, and Video News shall maintain the Confidential Information confidentiality thereof in accordance with applicable securities laws, until 15 minutes after the applicable Client's public release thereof. (2) In recognition of this fact, each Party agrees that it will never use or disclose any such Proprietary Information for a Party's own purposes or for the benefit of any person or other entity or organization (except as contemplated by this Agreement) or unless a Party is legally required to disclose such Proprietary Information. Documents prepared by each Party or that come into a Party's possession during a Party's association with the disclosing Party are and remain the property of the disclosing Party, and upon the termination of this Agreement, such documents shall be returned to the other Party at their respective principal place of business as herein noted. (3) This Agreement shall not preclude either Party from making disclosures of proprietary matters to any Client; provided, however, that any such matters disclosed or delivered to the Client shall be appropriately marked with restrictive legends in accordance with applicable federal or state regulations. It is further understood that each Party, upon notifying the other Party, may disclose to any of its parent companies or subsidiaries in connection with the efforts contemplated by this Agreement, any matter made available by the disclosing Party under this Agreement, provided that each parent company or subsidiary, prior to such disclosure, agree in writing to be bound by the provisions of this Section 11 and such Party shall cause any parent company or subsidiary to comply with the provisions of this Agreement and agrees to take Section 11. (4) Upon termination of this Agreement, each Party shall, within thirty (30) days of termination, if requested, return all writings that reflect or abstain from taking certain actions embody the Proprietary Information. (5) The obligations with respect thereto as to use, disclosure, and access to the Proprietary Information of each Party set forth herein. The Investor agrees in this Agreement are not applicable to use any of the Confidential following: (a) Information for any purpose other than that was or is lawfully made available to the purpose of evaluating the Investor’s or its affiliate’s investment in, and the value of, the Subject Securities and the underlying Mortgage Loans (including evaluating compliance with the terms of the related pooling and servicing agreement). Except as otherwise expressly provided herein, the Investor agrees that the Confidential Information will be kept confidential public without restriction by the Investor and its affiliates, directors, officers and employees who have access to, obtain, disclosing Party or receive the Confidential Information either directly or indirectly from the Investor under this Agreement (collectively, its “Representatives”).lawfully by a third party; or (b) The Investor may disclose Information that was lawfully previously known to the Confidential Information to its Representatives and its affiliates’ Representatives and agents, partners and representatives, including without limitation receiving Party independent of any accountants, attorneys, and financial advisors (collectively “Advisors”) who need to know such information for the purpose of evaluating the Investor’s disclosure by disclosing Party or its affiliate’s investment in, Clients. Each Party agrees to keep confidential all terms and valuing, the Subject Securities and the underlying Mortgage Loans, provided that any such Representatives are informed of the confidential nature of the Confidential Information and any such Advisors (with the exception of counsel who have professional obligations of confidentiality and who the Investor will direct to maintain the confidentiality of the information) first execute a substantially similar form of confidentiality agreement as this Agreement with Investor with respect to the Confidential Information, which agreement shall name Countrywide as a third party beneficiary thereto. The Investor agrees that, except as permitted herein it will not, and will direct its Representatives not to, disclose to any person any Confidential Information. The Investor will be responsible for any breach conditions of this Agreement Agreement; provided, however, such obligation shall not apply to information which (1) is required by its affiliates’ and its Representatives. In addition, the Investor may disclose the Confidential Information law to a prospective purchaser of the Mortgage Loans or the Securities (in the case of Securities in particular as may be necessary to comply with securities laws, including without limitation, Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amendeddisclosed, or (2) is disclosed in any similar successor rule or regulation), provided that such prospective purchaser shall have executed a similar form confidentiality agreement as this Agreement with Investor with respect to action between the Confidential InformationParties hereto. (c) Notwithstanding anything herein to the contrary, the Investor and Countrywide agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it in relation to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.