premise: For purposes of this letter agreement,  (i) "Representative" shall mean, as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants) and debt and equity financing sources and their advisors and Representatives (but shall not include any debt and equity financing sources that enter into a confidentiality agreement reasonably acceptable to the Disclosing Party, which either names Disclosing Party as a third party beneficiary or to which Disclosing Party is made a party, and an executed copy of which is provided to Disclosing Party); and  (ii) "person" shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual. Subject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party  (i) except as required by law, rule or regulation, shall keep all Evaluation Material confidential, shall not disclose or reveal any Evaluation Material to any person other than its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Evaluation Material for the purpose of evaluating the Proposed Transaction and shall cause those persons to observe the terms of this letter agreement; 