Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless (i) such Affiliate Transaction, is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless (i) such Affiliate Transaction, is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 4.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), ) unless (i) such Affiliate Transaction, Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), ) unless (i) such Affiliate Transaction, Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 4.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any Subsidiary of its Subsidiaries the Company to, selldirectly or indirectly enter into any transaction (including, leasewithout limitation, transfer the purchase, sale, lease or otherwise dispose exchange of property, the rendering of any service or the making of its properties any loan or assets toadvance, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for but excluding transactions between the benefit of, any Affiliate (each Company and Wholly Owned Subsidiaries of the foregoingCompany) with any Affiliate, an "AFFILIATE TRANSACTION"), unless unless (i) such Affiliate Transaction, transaction is on terms that are no less favorable to the Company or the relevant such Subsidiary than those that could have been be obtained in a comparable arm's length transaction by the Company or such Subsidiary with an unrelated Person and entity that is not an Affiliate, (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction a transaction or series of transactions involving aggregate consideration value in excess of $5.0 million1,000,000, a resolution of the Board of Directors set forth in Company delivers an Officers' Certificate to the Trustee certifying that such Affiliate Transaction transaction or series of transactions complies with clause (i) above and that such Affiliate Transaction was has been approved by a majority of the disinterested members of the Board of Directors of the Company and evidenced by a Board Resolution and (biii) with respect to any Affiliate Transaction a transaction or series of transactions involving aggregate consideration value in excess of $15.0 million5,000,000, the Company delivers to the Trustee an opinion as to of a nationally recognized investment banking firm stating that the fairness to the Company transaction or such Subsidiary series of such Affiliate Transaction transactions is fair (from a financial point of view issued by an investment banking firm of national standing; PROVIDED that view) to the Company. The limitations set forth in this paragraph shall not apply to (xi) transactions or payments entered into pursuant to any agreement already in effect on the date of this Indenture, (ii) any employment arrangements agreements, stock option, employee benefit, indemnification, compensation, business expense reimbursement or employee other employment-related agreement, arrangement or director benefit plans plan entered into by the Company or any of its Subsidiaries either (A) in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary or (B) which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary, as the case may be, (yiii) transactions between residential mortgage, credit card and other consumer loans to an Affiliate who is an officer, director or among employee of the Company and/or or any of its Subsidiaries and which comply with the applicable provisions of 12 U.S.C. Section 1468(b) and any rules and regulations of the OTS thereunder, (ziv) any Restricted Payments or (v) any transaction or series of transactions permitted under Section 3.07 hereof, in each case, shall which the total amount involved does not be deemed to be Affiliate Transactionsexceed $250,000.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its their properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTIONAffiliate Transaction"), ) unless (i) such Affiliate Transaction, Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 10.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED provided that (x) transactions or payments pursuant to any employment arrangements arrangements, director or officer indemnification agreements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions Restricted Payments permitted under Section 3.07 4.7 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer on or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or after the Issue Date to enter into or make suffer to exist any contract, agreement, understanding, loan, advance arrangement or Guarantee with, or for the benefit of, transaction with any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTIONAffiliate Transaction"), unless or any series of related Affiliate Transactions, (other than Exempted Affiliate Transactions), (i) unless the Company reasonably and in good faith determines that the terms of such Affiliate TransactionTransaction are fair and reasonable to the Company, is on terms that are and no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in an arm's length transaction with a comparable transaction by the Company or such Subsidiary with an unrelated Person non-Affiliate, and (ii) the Company delivers if involving consideration to either party in excess of $1.0 million, unless such Affiliate Transaction(s) is evidenced by an Officers' Certificate addressed and delivered to the Trustee (a) with respect to any certifying that such Affiliate Transaction (or Transactions) has been approved by a majority of the members of the Board of Directors that are disinterested in such transaction and (iii) if involving aggregate consideration to either party in excess of $5.0 million, unless in addition the Company, prior to the consummation thereof, obtains a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an written favorable opinion as to the fairness of such transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by from an independent investment banking firm of national standing; PROVIDED that (x) reputation or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation. Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to enter into transactions or payments with Affiliates pursuant to any employment arrangements agreements or employee or director benefit plans other documents entered into by simultaneously herewith on the Company or any of its Subsidiaries in Issue Date, including without limitation, the ordinary course of business agreements and consistent with other documents relating to the past practice New Senior Secured Notes and the issuance of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate TransactionsCompany's Series C Preferred Stock.

Limitations on Transactions with Affiliates. The Company Parties shall not, and shall not permit any of its Subsidiaries Subsidiary to, sellenter into at any time any contract, leasetransaction or other arrangement involving any Company Party or Subsidiary, transfer on the one hand, and any other Company Party or otherwise dispose of any of its properties or assets totheir respective Affiliates, officers, directors or purchase any property or assets fromemployees, or enter into or make any on the other hand, unless such contract, agreement, understanding, loan, transaction or arrangement (a) has been approved in writing in advance or Guarantee with, or for the benefit of, any Affiliate (each by a majority of the foregoing, an "AFFILIATE TRANSACTION"), unless disinterested directors of the Board of Directors of Parent and (ib) such Affiliate Transaction, is will be on terms and conditions that are no less favorable to the applicable Company Party or Subsidiary, as the relevant Subsidiary case may be, than those that could have been would be obtained from any Person who is not an Affiliate of (or otherwise related to) the Company Party or Subsidiary, as the case may be, in a comparable transaction by the similar transaction; PROVIDED, HOWEVER, that this SECTION 10.7 shall not apply to (i) any inter- company transactions between or among any Company Parties (PROVIDED that each such Company Party is a direct or such indirect wholly owned Subsidiary with an unrelated Person and of any Issuer) or (ii) the loan transactions listed in SCHEDULE 10.7 between Parent and the members of management of Parent listed therein for the dollar amounts set forth therein. The Company delivers to the Trustee (a) with respect Parties shall not, and shall not permit any Subsidiary to, make any payments to any Affiliate Transaction involving aggregate consideration Affiliated Dental Practice unless such payment is required to be made by such Company Party or Subsidiary under the applicable Management Agreement with such Affiliated Dental Practice, an Other Debt Document in excess of $5.0 million, a resolution existence as of the Board of Directors set forth date hereof or incurred after the date hereof in an Officers' Certificate certifying that such Affiliate Transaction complies connection with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate TransactionsLLCP Permitted Acquisition.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless (i) such Affiliate Transaction, is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless (i) such Affiliate Transaction, Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 4.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.