Avis 2010 Annual Report Download - page 160

Section 2.8. Noteholder List . The Trustee will furnish or cause to be furnished by the Registrar to CPF or the Paying Agent, within
five Business Days after receipt by the Trustee of a request therefor from CPF or the Paying Agent, respectively, in writing, a list in such form as
CPF or the Paying Agent may reasonably require, of the names and addresses of the Noteholders of each Series as of the most recent Record
Date for payments to such Noteholders. Unless otherwise provided in the Series Supplement for a Series of Notes, holders of Notes of any Series
having an aggregate Invested Amount of not less than 10% of the aggregate Invested Amount of such Series (the “ Applicants ”) may apply in
writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of any Series in the same
Group with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee, after having been indemnified to its satisfaction by such Applicants for its costs and expenses,
shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders of
any Series in such Group held by the Trustee and shall give CPF notice that such request has been made, within five Business Days after the
receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants’ request. Every
Noteholder, by receiving and holding a Note, agrees with the Trustee that neither the Trustee, the Registrar, nor any of their respective agents
shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder,
regardless of the source from which such information was obtained.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and
addresses of Noteholders of each Series of Notes. If the Trustee is not the Registrar, CPF shall furnish to the Trustee at such time as the Trustee
may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders
of each Series of Notes.
Section 2.9. Transfer and Exchange .
(a) No Note, or beneficial interest in a Note, may be resold, pledged or transferred (including, without limitation, by pledges or
hypothecation) unless such sale or transfer is (1) to CPF (upon redemption thereof or otherwise), (2) to any Person the transferor reasonably
believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (3) outside the
United States to a Person who is not a U.S. Person (as such term is defined in Regulation S) in a transaction meeting the requirements of
Regulation S, (4) pursuant to an exemption from the registration requirements of the Securities Act and in any case, in accordance with any
applicable securities laws or “Blue Sky” laws of any state of the United States or any other jurisdiction. Subject to provisions of clauses
(i) through (vii) of this Section 2.9(a) , when a request to register a transfer or exchange of Global Notes is presented to the Registrar or co-
registrar or, in the case of Definitive Notes, when Definitive Notes of any particular Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations of the same Series,
the Registrar shall register the transfer or make the exchange if its requirements for such transaction are met; provided , however , that any
Definitive Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written
13