Common use of Use and Disclosure of Evaluation Material Clause in Contracts

Use and Disclosure of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could result to the Company if any information contained therein is disclosed to any person in violation hereof. You hereby covenant and agree with the Company that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Potential Transaction and for no other purpose, that the Evaluation Material will not be used in competition with or in any other way detrimental to the Company or its affiliates, that you will keep the Evaluation Material strictly confidential and that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoever to any person in violation hereof. You agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, not to reproduce any of the Evaluation Material in any form (except as reasonably required for any disclosure permitted hereby). You agree to be responsible for any breach of this agreement by any of your Representatives. All Evaluation Material (including all copies thereof) shall remain the property of the Company. You may disclose the Evaluation Material to your Representatives who need to know such information for the purpose of evaluating a Potential Transaction and who are provided with a copy hereof and agree to comply with the confidentiality provisions hereof. If you or any of your Representatives becomes legally compelled (by deposition, interrogatory, request for information or documents, subpoena, civil investigative demand, governmental agency action or similar legal, regulatory or judicial process) or otherwise is required pursuant to law or regulation or the rules of any securities exchange or pursuant to an audit or examination by a regulator, bank examiner or self-regulatory organization to disclose any Evaluation Material to a person or persons not otherwise permitted to receive such information, then, to the extent legally permissible, you or such Representative shall provide the Company with prompt written notice of such requirement and shall cooperate with the Company in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained or reasonably obtainable, or if the Company waives compliance with the provisions hereof, then you or such Representative may disclose only that portion of the Evaluation Material that you or such Representative is advised by legal counsel is legally required to be disclosed and shall exercise your or its reasonable commercial efforts to ensure that all information so disclosed will be accorded confidential treatment.

Use and Disclosure of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could result to the Company if any information contained therein is disclosed to any person in violation hereof. (a) You hereby covenant and agree with the Company that you and your Representatives shall (i) will keep the Evaluation Material confidential, (ii) will use the Evaluation Material solely for the purpose of evaluating and implementing a Potential Possible Transaction and for no other purpose, that (iii) will not use the Evaluation Material will not be used in competition with or in any other way detrimental to the Company Company, (iv) will not, directly or its affiliatesindirectly, that you provide any Evaluation Material to, or exchange information regarding any Evaluation Material with, any other person, and (v) will keep not disclose the Evaluation Material strictly confidential and in any other manner whatsoever; provided, however, that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoever to any person in violation hereof. You agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, not to reproduce any of the Evaluation Material in any form (except as reasonably required for any disclosure permitted hereby). You agree to may be responsible for any breach of this agreement by any of your Representatives. All Evaluation Material (including all copies thereof) shall remain the property of the Company. You may disclose the Evaluation Material disclosed to your Representatives who need to know such information for the sole purpose of evaluating and implementing a Potential Possible Transaction on your behalf, and who are directed by you to be bound by the confidentiality terms of this letter agreement to the same extent as if they were parties hereto; and provided with a copy hereof and further, that neither you nor any of your Representatives shall disclose the Evaluation Material in any manner to any possible co-bidders (other than Huntsman Gay Global Capital, LLC) or sources of equity or debt financing or any of your direct or indirect subsidiaries or portfolio companies or other companies in which you hold or manage an investment without the prior written consent of the Company, which consent may be given or withheld in the Company’s sole discretion and, in the case of debt financing, shall not be unreasonably withheld (and, if such consent is given, thereafter the Persons covered by such consent shall be deemed to be your Representatives). You agree to comply with the confidentiality provisions hereof. If accept responsibility for any breach of this letter agreement by you or any of your Representatives becomes legally compelled (by depositionand, interrogatory, request for information or documents, subpoena, civil investigative demand, governmental agency action or similar legal, regulatory or judicial process) or otherwise is required pursuant to law or regulation or the rules of any securities exchange or pursuant to an audit or examination by a regulator, bank examiner or self-regulatory organization to disclose any Evaluation Material to a person or persons not otherwise permitted to receive such information, thenat your sole expense, to the extent legally permissible, you take commercially reasonable measures to restrain yourself and your Representatives from prohibited or such Representative shall provide the Company with prompt written notice of such requirement and shall cooperate with the Company in seeking a protective order unauthorized disclosure or other appropriate remedy. If such protective order or other remedy is not obtained or reasonably obtainable, or if the Company waives compliance with the provisions hereof, then you or such Representative may disclose only that portion use of the Evaluation Material that you Material. You agree to promptly notify the Company of any unauthorized disclosure or such Representative is advised by legal counsel is legally required release of Evaluation Material, and to be disclosed and shall exercise use your or its commercially reasonable commercial efforts to ensure that all information so disclosed will be accorded confidential treatmentretrieve the same.

Use and Disclosure of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could would result to the Company if any information contained therein is disclosed to any person in violation hereofa third party. You hereby covenant and agree with the Company that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Potential Possible Transaction and for no other purpose, that the Evaluation Material will not be used in competition with or in any other way detrimental to the Company or its affiliateskept confidential, that you will keep the Evaluation Material strictly confidential and that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoever whatsoever; provided, however, that (i) you may make any disclosure of the Evaluation Material to which the Company gives its prior written consent and (ii) any person in violation of the Evaluation Material may be disclosed to your Representatives who need to know such information for the purpose of evaluating a Possible Transaction, who are provided with a copy of this letter agreement, and who agree to comply with the terms hereof. You In any event, you agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, not to reproduce any of the Evaluation Material in any form (except as reasonably required for any disclosure permitted hereby). You agree to be responsible accept responsibility for any breach of this letter agreement by you or any of your Representatives, and, at your sole expense, to take all reasonable measures to restrain yourself and your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. All Evaluation Material (including all copies thereof) shall remain In addition, you agree that, without the property prior written consent of the Company. You may , you and your Representatives will not disclose the Evaluation Material to any other person (other than your Representatives who need to know such information for the purpose of evaluating a Potential Transaction and Possible Transaction, who are provided with a copy hereof of this letter agreement, and who agree to comply with the confidentiality provisions terms hereof) the fact that you or your Representative has received Evaluation Material or that Evaluation Material has been made available to you or your Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction, or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). If Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you and your Representatives will not, directly or indirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of equity financing or other person (other than the Company) regarding a Possible Transaction, including, without limitation, discussions or other communications with any prospective bidder for the Company with respect to (i) whether or not you or such other prospective bidder will make a bid or offer for the Company or (ii) the price that you or such other bidder may bid or offer for the Company. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that you or any of your Representatives becomes legally compelled is requested or required (by oral questions, deposition, interrogatoryinterrogatories, request requests for information or documentsdocuments in legal proceedings, subpoena, civil investigative demand, governmental agency action demand or other similar legal, regulatory legal process or judicial process) or otherwise is required pursuant to law or regulation or the rules request of any securities exchange governmental or pursuant to an audit or examination by a regulator, bank examiner or self-regulatory organization authority) to disclose any of the Evaluation Material to a person or persons not otherwise permitted to receive such information, then, to the extent legally permissibleDiscussion Information, you or such Representative shall provide the Company with prompt written notice of any such request or requirement and shall cooperate with to the extent permitted by law or the requesting entity so that the Company may in seeking its sole discretion seek a protective order or other appropriate remedyremedy and/or waive compliance with the provisions of this letter agreement. If such If, in the absence of a protective order or other remedy is not obtained or reasonably obtainablethe receipt of a waiver by the Company, or if the Company waives compliance with the provisions hereof, then you or such Representative may any of your Representatives are nonetheless, in the opinion of outside legal counsel, legally compelled to disclose Evaluation Material or Discussion Information as described above in this paragraph, you or your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material that you or Discussion Information which such Representative is advised by legal counsel advises is legally required to be disclosed and disclosed, provided that you shall exercise use your or its reasonable commercial best efforts to ensure preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the Company (at the Company’s expense) to obtain an appropriate protective order or other reliable assurance that all information so disclosed confidential treatment will be accorded confidential treatmentthe Evaluation Material and the Discussion Information; and provided further that you shall promptly notify the Company, to the extent permitted by law or the requesting entity, of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could result to the Company if any information contained therein is disclosed to any person in violation hereof. You hereby covenant and agree with the Company that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Potential Transaction and for no other purpose, that the Evaluation Material will not be used in competition with or in any other way detrimental to the Company or its affiliates, that you will keep the Evaluation Material strictly confidential and that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoever to any person in violation hereof. You agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, not to reproduce any of the Evaluation Material in any form (except as reasonably required for any disclosure permitted hereby). You agree to be responsible for any breach of this agreement by any of your Representatives. All Evaluation Material (including all copies thereof) shall remain the property of the Company. You may disclose the Evaluation Material to your Representatives who need to know such information for the purpose of evaluating a Potential Transaction and who are provided with a copy hereof and agree to comply with the confidentiality provisions hereof. If you or any of your Representatives becomes legally compelled (by deposition, interrogatory, request for information or documents, subpoena, civil investigative demand, governmental agency action or similar legal, regulatory or judicial process) or otherwise is required pursuant to law or regulation or the rules of any securities exchange or pursuant to an audit or examination by a regulator, bank examiner or self-regulatory organization to disclose any Evaluation Material to a person or persons not otherwise permitted to receive such information, then, to the extent legally permissible, you or such Representative shall provide the Company with prompt written notice of such requirement and shall cooperate with the Company in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained or reasonably obtainable, or if the Company waives compliance with the provisions hereof, then you or such Representative may disclose only that portion of the Evaluation Material that you or such Representative is advised by legal counsel is legally required to be disclosed and shall exercise your or its reasonable commercial efforts to ensure that all information so disclosed will be accorded confidential treatment. Nothing herein shall be deemed to grant a license, whether directly or by implication, estoppel or otherwise, to any Evaluation Material disclosed pursuant to this agreement.

Use and Disclosure of Evaluation Material. You recognize The Recipient recognizes and acknowledge acknowledges the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could would result to the Company if any information contained therein is were disclosed to any person a third party or used in violation hereof. You The Recipient hereby covenant agrees that the Recipient and agree with the Company that you and your its Representatives shall will not use any of the Evaluation Material solely for the purpose of evaluating other than to evaluate, negotiate or structure a Potential Transaction and for no other purpose, Possible Transaction. The Recipient hereby agrees that the Evaluation Material will not be used in competition with or in any other way detrimental to the Company or its affiliates, that you will keep the Evaluation Material strictly kept confidential and that you the Recipient and your its Representatives will not disclose to any other person (as defined below) any of the Evaluation Material except in compliance with this letter agreement; provided, however, that (i) the Recipient may make any manner whatsoever to any person in violation hereof. You agree to undertake reasonable precautions to safeguard and protect the confidentiality disclosure of the Evaluation Material, not Material to reproduce which the Company gives its prior written consent and (ii) any of the Evaluation Material in any form (except as reasonably required for any disclosure permitted hereby). You agree may be disclosed to be responsible for any breach of this agreement by any of your Representatives. All Evaluation Material (including all copies thereof) shall remain the property of the Company. You may disclose the Evaluation Material to your Recipient’s Representatives who need to know such information for the purpose of evaluating evaluating, negotiating or structuring a Potential Possible Transaction and who agree, or who are provided with otherwise subject to a copy hereof and agree contractual, legal or fiduciary obligation, to comply with the confidentiality provisions hereofand use restrictions hereof applicable to Representatives. If you In any event, the Recipient agrees that it shall be responsible for any breach of this letter agreement by the Recipient or any of your its Representatives. It is understood and agreed that the Company may, in its sole discretion, from time to time upon notice to the Recipient, require that the Recipient refrain from disclosing Evaluation Material that is either competitively sensitive or commercially sensitive to Representatives becomes legally compelled that are the Recipient or the Recipient’s affiliates’ directors, officers or employees, in which case the Recipient shall refrain from disclosing Evaluation Material to such Representatives. In addition, the Recipient agrees that, without the prior written consent of the Company, neither the Recipient nor any of its Representatives shall, except as required by Law (as defined below) and in compliance with the next paragraph of this letter agreement or as among the Recipient and its Representatives, disclose to any other person the fact that the Recipient or any of its Representatives has received Evaluation Material or that Evaluation Material has been made available to the Recipient or its Representatives, that this letter agreement exists, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status or timing thereof or the identity of the Company (collectively, the “Discussion Information”). In the event that the Recipient or any of its Representatives is required by applicable law (by depositionoral questions, interrogatoryinterrogatories, request requests for information or documentsdocuments in legal proceedings, subpoena, civil investigative demand, governmental agency action demand or other similar legal, regulatory or judicial legal process) or otherwise is required pursuant to law or regulation or the rules of any securities exchange or pursuant to an audit or examination by a regulator(collectively, bank examiner or self-regulatory organization “Law”) to disclose any of the Evaluation Material to a person or persons not otherwise permitted to receive such informationDiscussion Information, then, to the extent legally permissible, you or such Representative Recipient shall provide the Company with prompt written notice of any such requirement and shall cooperate with to the extent not prohibited by Law so that the Company may if it so desires in seeking its sole discretion seek a protective order or other appropriate remedyremedy and/or waive compliance with the provisions of this letter agreement, and the Recipient or its Representatives shall use their respective reasonable best efforts (at the Company’s expense) to consult and cooperate with the Company to the extent permitted by Law with respect to taking steps to resist or narrow the scope of such request or requirement. If such If, in the absence of a protective order or other remedy is not obtained or reasonably obtainablethe receipt of the Company’s written waiver, the Recipient or if any of its Representatives are nonetheless legally required to disclose Evaluation Material or Discussion Information, the Company waives compliance with the provisions hereofRecipient or its Representatives may, then you or such Representative may without liability hereunder, disclose only that portion of the Evaluation Material that you or such Discussion Information which, after consultation with outside legal counsel, the Recipient or its Representative is advised by legal counsel is legally required to be disclosed and shall exercise your or disclose, provided that, at the request of the Company, the Recipient will use its reasonable commercial best efforts (at the Company’s expense) to ensure obtain assurance that all information so disclosed confidential treatment will be accorded confidential treatmentsuch Evaluation Material and/or Discussion Information, as applicable. Notwithstanding anything to the contrary in this section 2, if any Evaluation Material or Discussion Information includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations or similar legal process, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of each party to this letter agreement that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information and its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by or on behalf of the Company or its Representatives to the Recipient or its Representatives that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this letter agreement, and under the joint defense doctrine.

Use and Disclosure of Evaluation Material. You recognize Recipient recognizes and acknowledge acknowledges the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could result to the Company if any information contained therein is disclosed to any person in violation hereof. You Recipient hereby covenant and agree with the Company that you Recipient and your Recipient’s Representatives shall use the Evaluation Material solely for the purpose of evaluating a Potential Transaction and for no other purpose, that the Evaluation Material will not be used in competition with or in any other way detrimental to the Company or its affiliates, that you Recipient will keep the Evaluation Material strictly confidential and that you Recipient and your Recipient’s Representatives will not disclose any of the Evaluation Material in any manner whatsoever to any person in violation hereof. You agree Recipient agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, not to reproduce any of the Evaluation Material in any form (except as reasonably required for any disclosure permitted hereby). You agree Recipient agrees to be responsible for any breach of this agreement by any of your Recipient’s Representatives. All Evaluation Material (including all copies thereof) shall remain the property of the Company. You Recipient may disclose the Evaluation Material to your Recipient’s Representatives who need to know such information for the purpose of evaluating a Potential Transaction and who are provided with a copy hereof and agree to comply with the confidentiality provisions hereof. If you Recipient or any of your Recipient’s Representatives becomes legally compelled (by deposition, interrogatory, request for information or documents, subpoena, civil investigative demand, governmental agency action or similar legal, regulatory or judicial process) or otherwise is required pursuant to law or regulation or the rules of any securities exchange or pursuant to an audit or examination by a regulator, bank examiner or self-regulatory organization to disclose any Evaluation Material to a person or persons not otherwise permitted to receive such information, then, to the extent legally permissible, you Recipient or such Representative shall provide the Company with prompt written notice of such requirement and shall cooperate with the Company in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained or reasonably obtainable, or if the Company waives compliance with the provisions hereof, then you Recipient or such Representative may disclose only that portion of the Evaluation Material that you Recipient or such Representative is advised by legal counsel is legally required to be disclosed and shall exercise your Recipient’s or its reasonable commercial efforts to ensure that all information so disclosed will be accorded confidential treatment.

Use and Disclosure of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could result to the Company if any information contained therein is disclosed to any person in violation hereof. You hereby covenant and agree with the Company that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Potential Possible Transaction and for no other purpose, that the Evaluation Material will not be used in competition with or in any other way detrimental to the Company or its affiliates, that you will keep the Evaluation Material strictly kept confidential and that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoever whatsoever; provided, however, that (i) you and your Representatives may make any disclosure of the Evaluation Material to which the Company gives its prior written consent and (ii) any of the Evaluation Material may be disclosed to your Representatives who need to know such information for the purpose of evaluating a Possible Transaction, provided such Representatives are provided with a copy of this letter agreement and agree to be bound by the terms hereof. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you will not, directly or indirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of financing or other person (other than the Company) regarding a Possible Transaction. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if Evaluation Material is used or disclosed in violation hereofof this letter agreement. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. You shall maintain a list of those Representatives to whom Evaluation Material has been disclosed (which list shall be presented to the Company upon request). In any event, you agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, not to reproduce accept responsibility for any breach of this letter agreement by you or any of your Representatives, and, at your sole expense, to take all reasonable measures to prevent your Representatives from disclosure or uses of the Evaluation Material in violation of this letter agreement. In addition, you agree that, without the prior written consent of the Company, you and your Representatives will not disclose to any form other person the fact that you or your Representatives have received Evaluation Material or that Evaluation Material has been made available to you or your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (except as reasonably required for any disclosure permitted herebycollectively, the “Discussion Information”). You agree The Company agrees that, without your prior written consent, the Company and its officers, managers, directors, general partners, employees, outside counsel, accountants, consultants and financial advisors (and their respective counsel) will not disclose to be responsible any other person any Discussion Information to the extent it affects your, your controlled affiliates or your Representatives, and that the Company shall accept responsibility for any breach of this letter agreement by the Company or any of your Representativesthe foregoing persons. All Evaluation Material (including all copies thereof) shall remain In the property of the Company. You may disclose the Evaluation Material to your Representatives who need to know such information for the purpose of evaluating a Potential Transaction and who are provided with a copy hereof and agree to comply with the confidentiality provisions hereof. If event that you or any of your Representatives becomes legally compelled are requested or required (by depositionoral questions, interrogatoryinterrogatories, request requests for information or documentsdocuments in legal proceedings, subpoena, civil investigative demand, governmental agency action demand or other similar legal, regulatory or judicial process) or otherwise is required pursuant to law or regulation or the rules of any securities exchange or pursuant to an audit or examination by a regulator, bank examiner or self-regulatory organization to disclose any of the Evaluation Material to a person or persons not otherwise permitted to receive such information, then, to the extent legally permissibleDiscussion Information, you or such Representative shall provide the Company with prompt written notice of any such request or requirement and shall cooperate with so that the Company may in seeking its sole discretion seek a protective order or other appropriate remedyremedy and/or waive compliance with the provisions of this letter agreement. If such If, in the absence of a protective order or other remedy is not obtained or reasonably obtainablethe receipt of a waiver by the Company, or if the Company waives compliance with the provisions hereof, then you or any of your Representatives are nonetheless, in the opinion of legal counsel, legally compelled to disclose Evaluation Material or Discussion Information to any tribunal, you or your Representatives may, without liability hereunder, disclose to such Representative may disclose tribunal only that portion of the Evaluation Material that or Discussion Information which such counsel advises you or such Representative is advised by legal counsel is legally required to be disclosed and shall exercise disclosed, provided that you use your or its reasonable commercial best efforts to ensure preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that all information so disclosed confidential treatment will be accorded confidential treatmentthe Evaluation Material and the Discussion Information by such tribunal; and provided further that you shall as soon as possible notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the irreparable damage that could result to the Company if any information contained therein is disclosed to any person in violation hereofa third party. You hereby covenant and agree with the Company that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating evaluating, negotiating, financing and/or implementing a Potential Possible Transaction and for no other purpose, that the Evaluation Material will not be used in competition with or in any other way detrimental to the Company or its affiliates, that you will keep the Evaluation Material strictly kept confidential and that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoever whatsoever; provided, however, that (i) you may make any disclosure of the Evaluation Material to which the Company gives its prior written consent and (ii) any person of the Evaluation Material may be disclosed to your Representatives who reasonably need to know such information for the purpose of your evaluating, negotiating, financing and/or implementing a Possible Transaction, who are informed of the confidential nature of the Evaluation Material and directed to maintain the confidentiality of the Evaluation Material and to restrict the use thereof to the purpose provided in violation hereofthis letter agreement. You In any event, you agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, not to reproduce any of the Evaluation Material in any form (except as reasonably required for any disclosure permitted hereby). You agree to be responsible accept responsibility for any breach of the terms of this letter agreement by you or any of your Representatives; provided that in the case of a breach by your Representatives, your responsibility will only extend to the terms of this letter agreement that are specifically applicable to your Representatives, except that you shall not be liable for breaches by any unaffiliated third-party Representative that has executed a separate confidentiality agreement with the Company relating to a Possible Transaction, and, at your sole expense, to take reasonable measures to prevent persons acting on your behalf and your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. All Evaluation Material (including all copies thereof) shall remain In addition, you agree that, without the property prior written consent of the Company, unless required by law, you and your Representatives will not disclose to any other person the fact that you or your Representative have received Evaluation Material or that Evaluation Material has been made available to you or your Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). You may Without your prior written consent, unless required by law, the Company will not, and will direct its Representatives not to disclose to any person (a) that the Evaluation Material has been made available to you, (b) that discussions are taking place concerning a Possible Transaction with you, or (c) the status thereof and the existence of this letter agreement. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you and your affiliates will not, directly or indirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of equity financing or other person acting as a principal (other than the Company) regarding a Possible Transaction, including, without limitation, discussions or other communications with any prospective bidder for the Company with respect to (i) whether or not you or such other prospective bidder will make a bid or offer for the Company or (ii) the price that you or such other bidder may bid or offer for the Company. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. You hereby acknowledge and agree that, without the prior written consent of the Company, no person who is a potential source of equity capital or equity financing shall be considered your Representative for any purpose hereunder. You further agree that neither you nor any of your Representatives who need (in their capacities as such) will, without the prior written consent of the Company, directly or indirectly, enter into any agreement, arrangement or understanding with any other person that has or would have the effect of requiring such person to know such information for the purpose of evaluating a Potential Transaction and who are provided provide you with debt financing on an exclusive basis in connection with a copy hereof Possible Transaction involving the Company; provided that the foregoing shall not prohibit the establishment of “tree” systems by your debt financing sources whereby separate working groups or “trees” will be formed and dedicated to you and each other party, respectively, considering the Possible Transaction involving the Company. In addition, you agree not to comply with discourage financial institutions or financial advisors from being retained by other bidders or potential bidders as advisors for a Possible Transaction (other than customary restrictions as to confidentiality and the confidentiality provisions hereofexclusive use of a dedicated team of individuals). If In the event that you or any of your Representatives becomes legally compelled are requested or required (by depositionoral questions, interrogatoryinterrogatories, request requests for information or documentsdocuments in legal proceedings, subpoena, civil investigative demand, governmental agency action demand or other similar legal, regulatory or judicial legal process) or otherwise is required pursuant to law or regulation or the rules of any securities exchange or pursuant to an audit or examination by a regulator, bank examiner or self-regulatory organization to disclose any of the Evaluation Material to a person or persons not otherwise permitted to receive such informationDiscussion Information, thenyou shall, to the extent where legally permissible, you or such Representative shall provide the Company with prompt written notice of any such request or requirement and shall cooperate with prior to any such disclosure, to the extent legally permitted, so that the Company may in seeking its sole discretion seek (at the Company’s sole cost and expense) a protective order or other appropriate remedyremedy and/or waive compliance with the provisions of this letter agreement. If such If, in the absence of a protective order or other remedy is not obtained or reasonably obtainableremedy, or if the Company waives compliance with receipt of a waiver by the provisions hereofCompany, then you or any of your Representatives are nonetheless, on the advice of legal counsel, legally compelled to disclose Evaluation Material or Discussion Information to any tribunal, you or your Representatives may, without liability hereunder, disclose to such Representative may disclose tribunal only that portion of the Evaluation Material that or Discussion Information which such counsel advises you or such Representative is advised by legal counsel is legally required to be disclosed disclosed, provided that you use reasonable efforts (at the Company’s sole cost and shall exercise your expense) to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by reasonably cooperating with the Company to obtain an appropriate protective order or its reasonable commercial efforts to ensure other reliable assurance (at the Company’s sole cost and expense) that all information so disclosed confidential treatment will be accorded the Evaluation Material and the Discussion Information by such tribunal; and provided further that, to the extent legally permitted, you shall promptly notify the Company in advance of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure. Notwithstanding anything herein to the contrary, notice to the Company shall not be required where disclosure is made in response to an ordinary course request by a regulatory or self-regulatory authority, bank examiner or auditor in connection with a routine audit or examination and such audit or examination does not reference and is not targeted at the Company, the Evaluation Material, a Possible Transaction or this letter agreement, provided you and your Representatives exercise commercially reasonable efforts to seek confidential treatmenttreatment of such disclosure.