premise: (e) “Representatives” means, with respect to any Person, the Affiliates of such Person and any of its and their respective directors, officers, employees, managing members, general partners, attorneys, accountants, investment bankers, financial advisors, consultants and other advisors[, and any actual or potential sources of debt financing for such Person or its Affiliates]12; provided that, for the avoidance of doubt, in no event shall any actual or potential sources of equity financing for Buyer or its Affiliates be considered a “Representative” of Buyer for purposes of this Agreement without the prior written consent of the Company. 2. Confidentiality, Use and Disclosure of Evaluation Material. (a) Confidentiality and Use of Evaluation Material.  Buyer agrees that Buyer and its Representatives shall  (i) use the Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction (or other legal, audit or compliance purposes permitted by this Agreement);13  (ii) except as otherwise permitted by this Section 2, keep all Evaluation Material strictly confidential; and  (iii) disclose Evaluation Material only to Representatives of Buyer to whom disclosure is needed to facilitate the evaluation, negotiation and/or consummation of the Transaction. 