premise: The term Confidential Information also includes, without limitation:  (a) the identity (by name or identifiable description) of the parties hereto;  (b) the fact that the parties hereto are considering a Transaction; and  (c) all analyses, compilations, forecasts, summaries, studies or other materials prepared by the Receiving Party and its Representatives (as defined below) in connection with their review of, or the Receiving Party’s interest in, the Transaction which, in whole or in part, contain or reflect or are based on any information referred to in this Section (“Analyses”).  All information not meeting the requirements of this Section shall be considered non-confidential. 2. For a period of three (3) years from the date of initial disclosure, Confidential Information received by the Receiving Party from the Disclosing Party hereunder shall be:  (a) held in confidence by the Receiving Party and not disclosed to any third party; and  (b) used by the Receiving Party only for the purpose of evaluating and completing the Transaction.  The Receiving Party may disclose Confidential Information on a need to know basis to its and its affiliates’ officers, directors, employees, consultants and advisors (including, without limitation, financial advisors, investment banks, the agents and lenders under the Receiving Party’s existing credit facilities, attorneys and accountants) (“Representatives”) who have a need to know such information for purposes of evaluation and completion of the Transaction; provided that such Representatives shall be bound by terms of confidentiality and non-use consistent with those set forth in this Agreement.  Each party will direct its Representatives not to disclose to any other person either:  (a) the fact that the Confidential Information exists or has been made available to the Receiving Party,  (b) that the parties are considering the Transaction, or  (c) that discussions or negotiations are taking place or have taken place between the parties concerning the Transaction or any of the terms, conditions or other facts relating to the Transaction with the Receiving Party or such discussions or negotiations, including the status thereof or the subject matter of this Agreement (the matters described in the foregoing clauses  (a)-(c) being referred to herein as “Transaction Information”). 