Neither Borrower nor any Guarantor shall enter into, or cause, suffer or permit to exist, directly or indirectly, any arrangement, transaction or contract with any Affiliates thereof or with any of the holders of Borrower’s Capital Stock unless (a) such arrangement, transaction or contract is identified on Exhibit B attached hereto and made a part hereof, or (b) such arrangement, transaction or contract is on an arm’s length basis and on commercially reasonable terms.