Avis 2009 Annual Report Download - page 265

procedures adopted by the Trustee or such Series 2009-3 Noteholder in good faith to protect Confidential Information of third parties delivered
to such Person; provided , that such Person may deliver or disclose Confidential Information to: (i) such Person’s directors, trustees, officers,
employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 11.20; (ii) such Person’s financial advisors and other professional advisors who agree
to hold confidential the Confidential Information substantially in accordance with the terms of this Section 11.20; (iii) any other Series 2009-3
Noteholder; (iv) any Person of the type that would be, to such Person
’s knowledge, permitted to acquire Series 2009-3 Notes in accordance with
the requirements of the Indenture to which such Person sells or offers to sell any such Series 2009-
3 Note or any part thereof or any participation
therein and that agrees to hold confidential the Confidential Information substantially in accordance with this Section 11.20 (or in accordance
with such other confidentiality procedures as are acceptable to ABRCF); (v) any federal or state or other regulatory, governmental or judicial
authority having jurisdiction over such Person; (vi) the National Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about the investment portfolio of such Person, (vii) any reinsurers or
liquidity or credit providers that agree to hold confidential the Confidential Information substantially in accordance with this Section 11.20 (or in
accordance with such other confidentiality procedures as are acceptable to ABRCF); (viii) any Person acting as a placement agent or dealer with
respect to any commercial paper (provided that any Confidential Information provided to any such placement agent or dealer does not reveal the
identity of ABG or any of its Affiliates); (ix) any other Person with the consent of ABRCF; or (x) any other Person to which such delivery or
disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation, statute or order applicable to such Person,
(B) in response to any subpoena or other legal process upon prior notice to ABRCF (unless prohibited by applicable law, rule, order or decree or
other requirement having the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice to ABRCF
(unless prohibited by applicable law, rule, order or decree or other requirement having the force of law) or (D) if an Amortization Event with
respect to the Series 2009-3 Notes has occurred and is continuing, to the extent such Person may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Series 2009-3 Notes, the
Indenture or any other Related Document; and provided , further , however , that delivery to Series 2009-3 Noteholders of any report or
information required by the terms of the Indenture to be provided to Series 2009-3 Noteholders shall not be a violation of this Section 11.20.
Each Series 2009-3 Noteholder agrees, except as set forth in clauses (v), (vi) and (x) above, that it shall use the Confidential Information for the
sole purpose of making an investment in the Series 2009-3 Notes or administering its investment in the Series 2009-3 Notes. In the event of any
required disclosure of the Confidential Information by such Series 2009-3 Noteholder, such Series 2009-3 Noteholder agrees to use reasonable
efforts to protect the confidentiality of the Confidential Information. Each Series 2009-3 Noteholder, by its acceptance of a Series 2009-3 Note,
will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 11.20.
(b) For the purposes of this Section 11.20, “Confidential Information” means information delivered to the Trustee or any Series
2009-3 Noteholder by or on behalf of ABRCF in connection with and relating to the transactions contemplated by or otherwise pursuant to the
Indenture and the Related Documents; provided, that such term does not include information
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