premise: For purposes of this letter agreement the term “Representatives” shall include any person, its Affiliates and such person’s and its Affiliates’ respective directors, officers, employees, agents, attorneys, accountants, financial advisors and other professional representatives or advisors. 1. Non-Disclosure and Use of Evaluation Material.  You hereby agree that the Evaluation Material will be kept confidential and used solely for the purpose of evaluating, considering,negotiating and/or implementing the Possible Transaction; provided, however, that the Evaluation Material may be disclosed  (i) to any of your Representatives who need to know such information solely for the purpose of evaluating, considering, negotiating and/or implementing a Possible Transaction,  (ii) pursuant to an External Demand in accordance with paragraph 4 of this letter agreement and  (iii) as the Company may otherwise consent in writing.  All such Representatives shall  (A) be informed by you of the confidential nature of the Evaluation Material,  (B) agree to treat the Evaluation Material in accordance with this letter agreement, and  (C) be advised of the terms of this letter agreement and directed to comply with the terms hereof to the same extent as if they were parties to this letter agreement.  You agree to be responsible for any breaches of any of the provisions of this letter agreement by any of your Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy the Company may have against your Representatives with respect to such breach). 2. Securities Laws.  You hereby acknowledge that you and your Representatives are aware, and will advise your Representatives, that the Evaluation Material may contain material, non-public information about the Company and that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling any securities of the Company while in possession of such information. 3. Transaction Information.  You will not, and will direct your Representatives not to, disclose to any person (except  (i) to your Representatives who need to know such information for the purpose of evaluating, considering, negotiating and/or implementing a Possible Transaction and 