1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ESOP as the terms of a comparable loan resulting from an arm’s-length negotiation between independent parties. 29 C.F.R. § 2550.408b-3(c)(3). There can be no question, as described above, that the ESOP notes were heavily negotiated and were on terms highly favorable to the ESOP, in particular, at below-market interest rates for comparable instruments.