Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to, enter into, or cause, suffer or permit to exist any material transaction, arrangement or contract with any of its other Affiliates (other than the Loan Parties and the Subsidiaries of the Loan Parties) which is not entered into in good faith, at arm’s length and/or on commercially reasonable terms; provided that this provision shall not prohibit (1) any transaction with a Person that would constitute a transaction with an Affiliate solely because a Loan Party or Subsidiary owns Capital Securities in or otherwise controls such person and (2) any transaction that has otherwise been approved, in good faith, by a majority of disinterested directors of the Borrower or relevant Subsidiary (or the applicable committee thereof).