Avis 2010 Annual Report Download - page 231

such Person is a Note Owner, in accordance with the requirements of this Indenture, to which such Person sells or offers to sell any such Note or
any part thereof and that agrees to hold confidential the Confidential Information substantially in accordance with this Section 13.20 (or in
accordance with such other confidentiality procedures as are acceptable to CPF); (v) any federal or state or other regulatory, governmental,
taxing or judicial authority having or claiming jurisdiction over, or authority to regulate or oversee in any respect the business of, such Person or
any of such Person’s Affiliates, or in working with any such authority; (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 13.20 (or in accordance with such other confidentiality procedures as are acceptable to CPF); (viii) any other Person with the
consent of CPF; or (ix) 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, civil investigative demand or similar demand or
request of any court, regulatory authority, arbitrator or arbitration to which such Person, any Affiliate of such Person or any officer, director,
employee or shareholder of such Person or Affiliate is a party or other legal process upon prior notice to CPF (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 CPF (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (D) if an
Amortization Event with respect to the relevant Series of 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 such Notes, this Indenture or any other Applicable Related Document with respect to such Series of Notes, or (E) pursuant to this Base
Indenture or any Applicable Related Documents in connection with any Series of Notes; and provided, further, however, that (i) delivery to any
Note Owner of any report or information required by the terms of this Indenture to be provided to such Note Owner by the Trustee and (ii) any
disclosure of any Confidential Information in any document pertaining to the transactions contemplated by this Base Indenture or any Applicable
Related Documents in connection with any Series of Notes approved in advance by CPF shall not be a violation of this Section 13.20 . Each
Note Owner agrees, by acceptance of a beneficial interest in any Note, except as set forth in
clauses (v) , (vi) and (ix)
above, that it shall use the
Confidential Information for the sole purpose of making an investment in the Notes or administering its investment in the Notes. In the event of
any required disclosure of the Confidential Information by such Note Owner, such Note Owner agrees to use reasonable efforts to protect the
confidentiality of the Confidential Information.
(b) For the purposes of this Section 13.20 , “ Confidential Information ” means information delivered to the Trustee or any Note
Owner by or on behalf of CPF in connection with and relating to the transactions contemplated by or otherwise pursuant to this Indenture and the
Applicable Related Documents with respect to any Series of Notes; provided , that such term does not include information that: (i) was publicly
known or otherwise known to the Trustee or such Note Owner prior to the time of such disclosure; (ii) subsequently becomes publicly known
through no act or omission by the Trustee, any Note Owner or any person acting on behalf of the Trustee or any Note Owner; (iii) otherwise is
known or becomes known to the Trustee or any Note Owner other than (x) through disclosure by CPF or (y) as a result of the breach of a
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