Common use of Restriction on Payments Clause in Contracts

Restriction on Payments. Notwithstanding any provision of the Subordinated Indebtedness Documents to the contrary and in addition to any other limitations set forth herein or therein, no payment (whether made in cash, securities, other than any Reorganization Subordinated Securities, or other Property or by set-off) of principal, interest, premium or any other amount due with respect to the Subordinated Indebtedness shall be made or received, and neither Subordinated Agent nor the Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness is Paid in Full; provided, that, except as provided in the immediately succeeding sentence or in subsection 2.3, the Company may make and Subordinated Agent and the Subordinated Creditor may accept and retain Permitted Subordinated Indebtedness Payments. Notwithstanding the foregoing, no Obligor may make, and neither Subordinated Agent nor the Subordinated Creditor may accept or retain, any payment of principal, interest, premium or any other amount with respect to the Subordinated Indebtedness (other than any payment made solely in Reorganization Subordinated Securities) if, at the time of such payment or, with respect to clause (a) below, immediately after giving effect thereto:

Restriction on Payments. Notwithstanding any provision of the Subordinated Indebtedness Documents to the contrary and in addition to any other limitations set forth herein or therein, no payment (whether made in cash, securities, other than any Reorganization Subordinated Securities, or other Property or by set-off) of principal, interest, premium or any other amount due with respect to the Subordinated Indebtedness shall be made or received, and neither Subordinated Agent nor the Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness is Paid in Full; provided, that, except as provided in the immediately succeeding sentence or in subsection 2.3, the Company may make and Subordinated Agent and the Subordinated Creditor may accept and retain Permitted Subordinated Indebtedness PaymentsPayments and provided, further, that the Company may make and Subordinated Agent may accept and retain payments to the Subordinated Agent contemplated by subsection 2.1. Notwithstanding the foregoing, no Obligor may make, and neither Subordinated Agent nor the Subordinated Creditor may accept or retain, any payment of principal, interest, premium or any other amount with respect to the Subordinated Indebtedness (other than any payment made solely in Reorganization Subordinated SecuritiesSecurities or payments made to the Subordinated Agent as contemplated in subsection 2.1) if, at the time of such payment or, with respect to clause (a) below, immediately after giving effect thereto:

Restriction on Payments. Notwithstanding any provision of the Subordinated Indebtedness Documents to the contrary and in addition to any other limitations set forth herein or therein, no payment (whether made in cash, securities, other than any Reorganization Subordinated Securities, securities or other Property or by set-off) of principal, interest, premium or any other amount due with respect to the Subordinated Indebtedness shall be made or received, and neither Subordinated Agent nor the no Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness is Paid in Full; provided, that, except as provided in the immediately succeeding sentence or in subsection Section 2.3, the Company Carbiz Parent may make make, and Subordinated Agent and the Subordinated Creditor Creditors may accept and retain Permitted Subordinated Indebtedness Payments. Notwithstanding the foregoing, no Obligor may make, and neither Subordinated Agent nor the no Subordinated Creditor may accept or retain, any payment of principal, interest, premium premium, Subordinated Liquidated Damages or any other amount with respect to the Subordinated Indebtedness (other than any payment made solely payments Paid in Reorganization Equity consisting of Permitted Subordinated SecuritiesIndebtedness Payments of the type specified in clause (b) of the definition of Permitted Subordinated Indebtedness Payments) if, at the time of such payment or, with respect to clause (a) below, immediately after giving effect thereto:

Restriction on Payments. Notwithstanding any provision of the Subordinated Indebtedness Documents to the contrary and in addition to any other limitations set forth herein or therein, no payment (whether made in cash, securities, other than any Reorganization Subordinated Securities, securities or other Property property or by set-off) of principal, interest, premium interest or any other amount due with respect to the Subordinated Indebtedness (other than (i) provided no Senior Payment Default exists, reimbursement for reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, actually incurred by such Person on matters directly relating to the Subordinated Indebtedness and then due and payable in accordance with the terms of the Subordinated Indebtedness Documents, to the extent that the aggregate amount of such out-of-pocket costs and expenses, including attorneys’ fees and expenses, does not exceed $100,000 in the aggregate during the term of this Agreement, (ii) a distribution of Reorganization Subordinated Securities and (iii) Permitted Subordinated PIK Amounts) shall be made or received, and neither Subordinated Agent nor the no Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness (other than Excess Senior Indebtedness) is Paid in Full; provided, thathowever, except as provided in the immediately succeeding sentence or in subsection Section 2.3, the Company Obligors may make and Subordinated Agent and the Subordinated Creditor Creditors may accept and retain Permitted Subordinated Indebtedness Payments. Notwithstanding the foregoing, no Obligor may make, and neither Subordinated Agent nor the no Subordinated Creditor may accept or retainreceive, any payment of principal, interest, premium interest or any other amount with respect to the Subordinated Indebtedness (other than any payment made solely (i) provided no Senior Payment Default exists, reimbursement for reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, actually incurred by such Person on matters directly relating to the Subordinated Indebtedness and then due and payable in accordance with the terms of the Subordinated Indebtedness Documents, to the extent that the aggregate amount of such out-of-pocket costs and expenses, including attorneys’ fees and expenses, does not exceed $100,000 in the aggregate during the term of this Agreement, (ii) a distribution of Reorganization Subordinated SecuritiesSecurities and (iii) Permitted Subordinated PIK Amounts) if, at the time of such payment or, with respect to clause (a) below, or immediately after giving effect thereto: