premise: We will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction.  We and our representatives will keep the Evaluation Materials completely confidential; provided, however, that  (i) any of such information may be disclosed to those of our directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, "our representatives") who we reasonably determine need to know such information for the purpose of evaluating a Possible Transaction between us and the Company (it being understood that our representatives shall be informed by us of the confidential nature of such information and shall be directed by us, and shall each agree to treat such information confidentially) and  (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure.  Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither we nor our representatives shall use any of the Evaluation Materials for any purpose. 