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 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 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 Section 2.3, Carbiz Parent may make, and Subordinated Creditors may accept and retain Permitted Subordinated Indebtedness Payments. Notwithstanding the foregoing, no Obligor may make, and no Subordinated Creditor may accept or retain, any payment of principal, interest, premium, Subordinated Liquidated Damages or any other amount with respect to the Subordinated Indebtedness (other than payments Paid in Equity consisting of Permitted Subordinated Indebtedness 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: (a) a Senior Payment Default exists; or (b) subject to the penultimate sentence of this Section 2.2, Subordinated Creditors shall have received a Senior Default Notice from Administrative Agent stating that a Senior Covenant Default exists or would be created by the making of such payment. Carbiz Parent may resume Permitted Subordinated Indebtedness Payments (and may make any Permitted Subordinated Indebtedness Payments missed due to the application of clauses (a) or (b) of this Section 2.2), and Subordinated Creditors may accept and retain such Permitted Subordinated Debt Payments: (1) in the case of a Senior Payment Default referred to in clause (a) of this Section 2.2, upon a cure or waiver (as evidenced by a written waiver from Administrative Agent to the Borrowers) thereof in accordance with the terms of the Loan Agreement or Permitted Refinancing Loan Documents; or

Restriction on Payments. Notwithstanding any provision of the Subordinated Indebtedness Second Lien Loan Documents to the contrary contrary, and in addition to any other limitations set forth herein or therein, at anytime prior to an Insolvency Proceeding, when a payment default in excess of the Monetary Threshold Amount has occurred and is continuing under the First Lien Loan Documents and there is not Availability (as defined in the First Lien Credit Agreement (as in effect on the date hereof)) (due to termination of Commitments or otherwise) in an amount equal to or greater than the amount required to reduce such payment default to an amount less than the Monetary Threshold Amount, the First Lien Agent shall provide written notice thereof to the Second Lien Agent, and thereafter until such time as such payment default is no longer in excess of the Monetary Threshold Amount or Availability is equal to or greater than the amount required to reduce such payment default to an amount less than the Monetary Threshold Amount, no payment (whether made in cash, securities or other Property property or by set-offsetoff) of principal, interest, premium interest (other than interest paid in kind) or any other amount due with voluntary prepayments of principal in respect to of the Subordinated Second Lien Indebtedness shall be made or received, and no Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all . Each failure of the Senior Indebtedness is Paid in Full; Borrower or a Guarantor to make a payment of principal or interest or a fee or other amount due under the First Lien Loan Documents shall constitute a separate payment default, provided, that, except as provided in the immediately succeeding sentence or in Section 2.3, Carbiz Parent may make, and Subordinated Creditors may accept and retain Permitted Subordinated Indebtedness Payments. Notwithstanding that notwithstanding the foregoing, no Obligor may make, and no Subordinated Creditor may accept or retain, any all payment of principal, interest, premium, Subordinated Liquidated Damages or any other amount defaults under the First Lien Loan Documents existing at the time that a payment permitted hereunder with respect to the Subordinated Second Lien Indebtedness is due and payable shall constitute a single payment default. For the avoidance of doubt, the parties hereto hereby agree that (other than payments Paid i) this Section 2.c shall not be applicable during an Insolvency Proceeding and (ii) any failure to make a payment in Equity consisting of Permitted Subordinated Indebtedness Payments respect of the type specified in clause (b) of the definition of Permitted Subordinated Second Lien Indebtedness Payments) if, at the time of such payment or, with respect to clause (a) below, immediately after giving effect thereto: (a) as a Senior Payment Default exists; or (b) subject to the penultimate sentence result of this Section 2.2, Subordinated Creditors 2.c shall have received constitute a Senior Second Lien Default Notice from Administrative and the Second Lien Agent stating that a Senior Covenant Default exists or would be created by and the making of such payment. Carbiz Parent Second Lien Lenders may resume Permitted Subordinated Indebtedness Payments (and may make any Permitted Subordinated Indebtedness Payments missed due to thereafter Exercise Any Secured Creditor Remedies after the application of clauses (a) or (b) of this Section 2.2), and Subordinated Creditors may accept and retain such Permitted Subordinated Debt Payments: (1) in the case of a Senior Payment Default referred to in clause (a) of this Section 2.2, upon a cure or waiver (as evidenced by a written waiver from Administrative Agent to the Borrowers) thereof applicable Standstill Period in accordance with the terms of the Loan Agreement or Permitted Refinancing Loan Documents; orSection 2.b.

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 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 no 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 Section subsection 2.3, Carbiz Parent the Company may make, make and Subordinated Creditors 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 no neither Subordinated Agent nor the Subordinated Creditor may accept or retain, any payment of principal, interest, premium, Subordinated Liquidated Damages premium or any other amount with respect to the Subordinated Indebtedness (other than any payment made solely in Reorganization Subordinated Securities or payments Paid made to the Subordinated Agent as contemplated in Equity consisting of Permitted Subordinated Indebtedness Payments of the type specified in clause (b) of the definition of Permitted Subordinated Indebtedness Paymentssubsection 2.1) if, at the time of such payment or, with respect to clause (a) below, immediately after giving effect thereto: (a) a Senior Payment Default exists; or (b) subject to the penultimate sentence of this Section subsection 2.2, the Subordinated Creditors Agent and the Subordinated Creditor shall have received a Senior Default Notice from Administrative Senior Agent or any Senior Creditor stating that a Senior Covenant Default exists or would be created by the making of such payment. Carbiz Parent The Company may resume Permitted Subordinated Indebtedness Payments (and may make any Permitted Subordinated Indebtedness Payments missed due to the application of clauses (a) or (b) of this Section subsection 2.2), and Subordinated Creditors Agent and Subordinated Creditor may accept and retain such Permitted Subordinated Debt Indebtedness Payments: (1) in the case of a Senior Payment Default referred to in clause (a) of this Section subsection 2.2, upon a cure or waiver (as evidenced by a written waiver from Administrative Senior Agent or the Senior Creditors to the BorrowersCompany) thereof in accordance with the terms of the Loan Senior Purchase Agreement or Permitted Refinancing Loan Debt Documents; or (2) in the case of a Senior Covenant Default referred to in clause (b) of this subsection 2.2, upon the earlier to occur of (x) the cure or waiver (as evidenced by a written waiver from Senior Agent or the Senior Creditors to the Company) of all such Senior Covenant Defaults in accordance with the terms of the Senior Purchase Agreement or Permitted Refinancing Debt Documents, and (y) the expiration of 180 days from the date on which the Senior Default Notice was received. Notwithstanding any provision of this subsection 2.2 to the contrary: (A) the Company shall not be prohibited from making, and Subordinated Agent and Subordinated Creditor shall not be prohibited from accepting and retaining, Permitted Subordinated Indebtedness Payments by virtue of the payment blockage effected by clause (b) of this subsection 2.2 for more than an aggregate of 180 days within any period of 360 consecutive days; (B) no Senior Covenant Default existing on the date any notice is given pursuant to clause (b) of this subsection 2.2 shall, unless the same shall have ceased to exist for a period of at least 60 consecutive days, be used as a basis for any subsequent such notice (for purposes of this paragraph, breaches of the same financial covenant for consecutive periods shall constitute separate and distinct Senior Covenant Defaults); and (C) Senior Agent and the Senior Creditors shall not deliver more than three (3) Senior Default Notices, in the aggregate, prior to the termination of this Agreement. The provisions of this subsection 2.2 shall not apply to any payment with respect to which subsection 2.3 would be applicable.

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 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 no 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 Section subsection 2.3, Carbiz Parent the Company may make, make and Subordinated Creditors Agent and the Subordinated Creditor may accept and retain Permitted Subordinated Indebtedness Payments. Notwithstanding the foregoing, no Obligor may make, and no neither Subordinated Agent nor the Subordinated Creditor may accept or retain, any payment of principal, interest, premium, Subordinated Liquidated Damages premium or any other amount with respect to the Subordinated Indebtedness (other than payments Paid any payment made solely in Equity consisting of Permitted Reorganization Subordinated Indebtedness Payments of the type specified in clause (b) of the definition of Permitted Subordinated Indebtedness PaymentsSecurities) if, at the time of such payment or, with respect to clause (a) below, immediately after giving effect thereto: (a) a Senior Payment Default exists; or (b) subject to the penultimate sentence of this Section subsection 2.2, the Subordinated Creditors Agent or the Subordinated Creditor shall have received a Senior Default Notice from Administrative Senior Agent or any Senior Creditor stating that a Senior Covenant Default exists or would be created by the making of such payment. Carbiz Parent The Company may resume Permitted Subordinated Indebtedness Payments (and may make any Permitted Subordinated Indebtedness Payments missed due to the application of clauses (a) or (b) of this Section subsection 2.2), and Subordinated Creditors Agent and Subordinated Creditor may accept and retain such Permitted Subordinated Debt Indebtedness Payments: (1) in the case of a Senior Payment Default referred to in clause (a) of this Section subsection 2.2, upon a cure or waiver (as evidenced by a written waiver from Administrative Senior Agent or the Senior Creditors to the BorrowersCompany) thereof in accordance with the terms of the Loan Senior Purchase Agreement or Permitted Refinancing Loan Debt Documents; or (2) in the case of a Senior Covenant Default referred to in clause (b) of this subsection 2.2, upon the earlier to occur of (x) the cure or waiver (as evidenced by a written waiver from Senior Agent or the Senior Creditors to the Company) of all such Senior Covenant Defaults in accordance with the terms of the Senior Purchase Agreement or Permitted Refinancing Debt Documents, and (y) the expiration of 180 days from the date on which the Senior Default Notice was received. Notwithstanding any provision of this subsection 2.2 to the contrary: (A) the Company shall not be prohibited from making, and Subordinated Agent and Subordinated Creditor shall not be prohibited from accepting and retaining, Permitted Subordinated Indebtedness Payments by virtue of the payment blockage effected by clause (b) of this subsection 2.2 for more than an aggregate of 180 days within any period of 360 consecutive days; (B) no Senior Covenant Default existing on the date any notice is given pursuant to clause (b) of this subsection 2.2 shall, unless the same shall have ceased to exist for a period of at least 60 consecutive days, be used as a basis for any subsequent such notice (for purposes of this paragraph, breaches of the same financial covenant for consecutive periods shall constitute separate and distinct Senior Covenant Defaults); and (C) Senior Agent and the Senior Creditors shall not deliver more than three (3) Senior Default Notices, in the aggregate, prior to the termination of this Agreement. The provisions of this subsection 2.2 shall not apply to any payment with respect to which subsection 2.3 would be applicable.