Common use of Optional Reduction of Net Investment Clause in Contracts

Optional Reduction of Net Investment. The SPV may at any time elect to cause the reduction of the Net Investment as follows: (a) the SPV shall instruct the Master Servicer to (and the Master Servicer shall) set aside Collections and hold them in trust for the Administrative Agent under clause (ii) of Section 2.12(a) until the amount so set aside shall equal the desired amount of reduction; (b) the SPV shall give the Administrative Agent at least one Business Day’s prior written notice of the amount of such reduction and the date on which such reduction will occur and the Administrative Agent shall promptly forward such notice to each Funding Agent; and (c) on each Settlement Date occurring at least the Required Notice Days (defined below) after the date of the SPV’s notice, the Master Servicer shall pay to the Administrative Agent, in reduction of the Net Investment, the amount of such Collections so held or, if less, the Net Investment (it being understood that the Net Investment shall not be deemed reduced by any amount set aside or held pursuant to this Section 2.13 unless and until, and then only to the extent that, such amount is finally paid to the Administrative Agent as aforesaid); provided that, the amount of any such payment and reduction shall be not less than $1,000,000. For purposes hereof “Required Notice Days” means (i) no later than 3:00 p.m. (New York City time) one (1) Business Day in the case of a reduction of Net Investment of up to $50,000,000, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day, (ii) no later than 3:00 p.m. (New York City time) two (2) Business Days in the case of a reduction of Net Investment of at least $50,000,001 and less than $100,000,000, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day and (iii) no later than 3:00 p.m. (New York City time) three (3) Business Days in the case of a reduction of Net Investment of $100,000,000 or more, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day.

Optional Reduction of Net Investment. (a) The SPV may at any time elect to cause the reduction of the Net Investment as follows: (ai) the SPV shall instruct the Master Servicer to (and the Master Servicer shall) set aside Collections and hold them in trust for the Administrative Agent Managing Agents under clause (ii) of Section 2.12(a2.12(a)(ii) until the amount so set aside shall equal the desired amount of reduction; (bii) the SPV shall give the Administrative Agent Managing Agents at least one (1) Business Day’s 's prior written notice of the amount of such reduction and the date on which such reduction will occur and the Administrative Agent shall promptly forward such notice to each Funding Agentoccur; and (ciii) on each Settlement Date occurring at least the Required Notice two (2) Business Days (defined below) after the date of the SPV’s 's notice, the Master Servicer shall pay to each Managing Agent, pro rata based on their respective interests in the Administrative AgentAsset Interest (as determined in accordance with Section 2.1(b)), in reduction of the Net Investment, the amount of such Collections so held or, if less, the Net Investment (it being understood that the Net Investment shall not be deemed reduced by any amount set aside or held pursuant to this Section 2.13 unless and until, and then only to the extent that, such amount is finally paid to the Administrative applicable Managing Agent as aforesaid); provided that, the amount of any such payment and reduction shall be not less than $1,000,000. For purposes hereof “Required Notice Days” means 1,000. (ib) no later than 3:00 p.m. (New York City time) one (1) Business Day in In addition to the case of a reduction of Net Investment of up to $50,000,000foregoing, in which case the Administrative Agent SPV shall notify have the Funding Agent for each Conduit Investor and Alternate Investorright, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day, (ii) no later than 3:00 p.m. (New York City time) upon at least two (2) Business Days in the case of a reduction of Net Investment of at least $50,000,001 and less than $100,000,000, in which case prior written notice to the Administrative Agent and each Managing Agent, at any time to repurchase the Asset Interest in full. The purchase price in respect thereof shall notify be an amount equal to the Funding Agent for each Conduit Investor and Alternate Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, or on the part of, or against, any Investor, as applicable, of any Managing Agent or the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day and (iii) no later than 3:00 p.m. (New York City time) three (3) Business Days in the case of a reduction of Net Investment of $100,000,000 or more, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day.

Optional Reduction of Net Investment. The SPV may at any time elect to cause the reduction of the Net Investment as follows: (a) the SPV shall instruct the Master Servicer to (and the Master Servicer shall) set aside Collections and hold them in trust for the Administrative Agent under clause (ii) of Section 2.12(a) until the amount so set aside shall equal the desired amount of reduction; (b) the SPV shall give the Administrative Agent at least one Business Day’s prior written notice of the amount of such reduction and the date on which such reduction will occur and the Administrative Agent shall promptly forward such notice to each Funding Agent; and (c) on each Settlement Date occurring at least the Required Notice Days (defined below) after the date of the SPV’s notice, the Master Servicer shall pay to the Administrative Agent, in reduction of the Net Investment, the amount of such Collections so held or, if less, the Net Investment (it being understood that the Net Investment shall not be deemed reduced by any amount set aside or held pursuant to this Section 2.13 unless and until, and then only to the extent that, such amount is finally paid to the Administrative Agent as aforesaid); provided that, the amount of any such payment and reduction shall be not less than $1,000,000. For purposes hereof “Required Notice Days” means (i) no later than 3:00 p.m. (New York City time) one (1) Business Day in the case of a reduction of Net Investment of up to $50,000,000, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day, (ii) no later than 3:00 p.m. (New York City time) two (2) Business Days in the case of a reduction of Net Investment of at least $50,000,001 and less than $100,000,000, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day and (iii) no later than 3:00 p.m. (New York City time) three (3) Business Days in the case of a reduction of Net Investment of $100,000,000 or more, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day.and

Optional Reduction of Net Investment. The SPV may at any time elect to cause the reduction of the Net Investment as follows: (a) the SPV shall instruct the Master Servicer to (and the Master Servicer shall) set aside Collections and hold them in trust for the Administrative Agent Managing Agents (on behalf of such Managing Agents’ Investor Groups) under clause (ii) of Section 2.12(a) until the amount so set aside shall equal the desired amount of reduction; (b) the SPV shall give the Administrative Agent and the Managing Agents written notice in the form of Exhibit J hereto by no later than 3:00 p.m. at least one (1) Business Day’s Day prior written notice of the amount of such reduction and tonoon (New York City time) on the date on which such reduction will occur occur, which notice shall specify the amount and the Administrative Agent shall promptly forward date of such notice to each Funding Agentreduction; and (c) on each Settlement Date any Business Day occurring at least the Required Notice Days one (defined below1) Business Day after the date of the SPV’s notice, the Master Servicer shall pay to each applicable Managing Agent (on a pro rata basis based on the Administrative AgentNet Investment attributed to such Managing Agents’ Investor Group), in reduction of the Net Investment, the amount of such Collections so held or, if less, the Net Investment (it being understood that the Net Investment shall not be deemed reduced by any amount set aside or held pursuant to this Section 2.13 unless and until, and then only to the extent that, such amount is finally paid to the Administrative Agent applicable Managing Agents as aforesaid); provided that, that the amount of any such payment and reduction shall be not less than $1,000,0001,000,000.100,000 or an integral multiple of $100,000 in excess thereof. For purposes hereof LEX Capital LLC (the “Required Notice Days” means SPV”), pursuant to Section 2.2(a) of the Transfer and Administration Agreement, dated as of November 29, 2016 (ias amended, modified, or supplemented from time to time, the “Agreement”), among LEX Capital LLC, as transferor (in such capacity, the “SPV”), the Originators party thereto, Valvoline LLC, as master servicer (in such capacity, the “Master Servicer”), PNC Bank, National Association, as agent, and each of the Conduit Investors, Committed Investors, Managing Agents and Administrators from time to time parties thereto, hereby requests that the Investors effect an Investment from it pursuant to the following instructions: Investment Date:[___________________________________] Purchase Price : [___________________________________] 1 PNC Bank, National Association: $[______] ([___]% of Purchase Price) no later than 3:00 p.m. MUFG Fifth Third Bank, Ltd.: National Association: $[______] (New York City time[___]% of Purchase Price) one (1) Business Day [Add appropriate level of detail for calculation of Purchase Price] Account to be credited: [bank name] ABA No.[ _____________________________________] Account No. [_________________________________] Reference No.[ _______________________________] Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the case Agreement. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 5.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct in all material respects (except those representations and warranties qualified by materiality or by reference to a reduction material adverse effect, which are true and correct in all respects), with respect to on and as of Net the Investment of up Date, both before and after giving effect to $50,000,000the Investment (unless such representations or warranties specifically refer to a previous day, in which case the Administrative Agent case, they shall notify the Funding Agent for each Conduit Investor be complete and Alternate Investorcorrect in all material respects (or, with respect to such representations or warranties as applicableare qualified by materiality or by reference to a material adverse effect, complete and correct in all respects) on and as of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such previous day, (ii) no later than 3:00 p.m. (New York City time) two (2) Business Days in the case of a reduction of Net Investment of at least $50,000,001 and less than $100,000,000, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day and (iii) no later than 3:00 p.m. (New York City time) three (3) Business Days in the case of a reduction of Net Investment of $100,000,000 or more, in which case the Administrative Agent shall notify the Funding Agent for each Conduit Investor and Alternate Investor, as applicable, of the Administrative Agent’s receipt of the SPV’s notice no later than 4:00 p.m. on such day).