Required Notice Period Sample Clauses

Required Notice Period. In the event Riviera, during the pendency of this Trust, announces (1) that it will hold a special shareholder meeting that requests a vote to directly or indirectly cause a sale or disposition of the Trust Property (either in whole or in part) in conjunction with a merger, bid proposal, or any business combination from any entity, or requests a vote to recapitalize Riviera by issuing any new stock or class(es) of preferred stock, or to consider a liquidation or reorganization of Riviera, or (2) that Riviera will engage in a disposition of any significant portion of its assets, or (3) that a meeting of Riviera shareholders will convene to vote upon an alternative slate of directors whose election would result in a change of control, or (4) that Riviera is the subject of liquidation or reorganization, either pursuant to proceedings under the Federal Bankruptcy Code (whether voluntary or involuntary) or similar proceedings or otherwise, then in said event(s) the Trustor shall have the right to terminate and revoke this Trust at any time by sending the Trustee and CDOG written notice of its intent to terminate this Trust at least fifteen(15) days before the effective date of such termination, even if the Trustor has provided a previous notice of termination of the Trust to the Trustee.

Required Notice Period. The undersigned hereby certifies that this is the only Reduction Notice currently outstanding. Unless you notify the undersigned and the other Agents in writing prior to the Proposed Reduction Date that you are not willing to consent to the proposed reduction, the reduction will occur as set forth above. The Aggregate Reduction shall be paid no later than 12:00 noon (Eastern time) on the date when due in immediately available funds (it being understood that, in the case of a payment to or for the benefit of a Conduit, such deadline is required to comply with Section B(1)(a) of the DTC Operational Arrangements and the DTC Notice (B#2078-07) dated September 11, 2007). Very truly yours, EXXXXXX CHEMICAL FINANCIAL CORPORATION By: Name: Title: Exhibit VIII Form of Performance Indemnity AMENDED AND RESTATED PERFORMANCE INDEMNITY In consideration of the execution of certain agreements by the “Beneficiaries” (as defined below) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by EXXXXXX CHEMICAL COMPANY, a Delaware corporation (“Exxxxxx”), Exxxxxx hereby agrees as follows. Capitalized terms are used in this Amended and Restated Performance Indemnity as defined in the Amended and Restated Receivables Purchase Agreement, dated as of July 9, 2008, among Exxxxxx Chemical Financial Corporation, as Seller and initial Servicer, Three Pillars Funding LLC and Victory Receivables Corporation, as Purchasers, SunTrust Bank, individually as a TPF Liquidity Bank, SunTrust Rxxxxxxx Xxxxxxxx, Inc., as TPF Agent and as Co-Administrative Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually as a Victory Liquidity Bank, as Victory Agent, and as Administrative Agent (the “Administrative Agent” and, together with the Purchasers, the “Beneficiaries”), as the same may be amended, restated or otherwise modified from time to time (the “Purchase Agreement”). Exxxxxx Chemical Financial Corporation, solely in such capacity as the initial Servicer under the Purchase Agreement and not in its capacity as the Seller, is hereinafter referred to as “ECFC.” Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Purchase Agreement. This Amended and Restated Performance Indemnity amends and restates that certain performance indemnity dated July 14, 2005 by Eastman.