Sale Leasebacks. Become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether or not a Capitalized Lease, of any property (whether real, personal or mixed), whether now or hereafter acquired, # which any Loan Party or any Restricted Subsidiary has sold or transferred or is to sell or transfer to a Person which is not a Loan Party or a Restricted Subsidiary or # which any Loan Party or any Restricted Subsidiary intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by a Loan Party or a Restricted Subsidiary to another Person which is not a Loan Party or a Restricted Subsidiary in connection with such lease (each, a “Sale Leaseback”); provided that the Loan Parties may enter into Sale Leasebacks so long as # such Sale Leaseback is permitted pursuant to [Section 7.05(f) and (b)] the terms of such Sale Leaseback are on commercially reasonable, arm’s length terms to a third party that is not an Affiliate of any Loan Party or Restricted Subsidiary.

“Sale and Leaseback Transaction” means any arrangement pursuant to which the Borrower or any of its Restricted Subsidiaries, directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any lease, whether an Operating Lease or a Capitalized Lease, of any Property that the Borrower or any of its Restricted Subsidiaries # has sold or transferred (or is to sell or transfer) to, or arranged the purchase by, a Person other than the Borrower or any of its Restricted Subsidiaries or # intends to use for substantially the same purpose as any other Property that has been sold or is transferred (or is to be sold or transferred) by the Borrowers or such Restricted Subsidiary to a Person other than the Borrower or any of its Restricted Subsidiaries in connection with such lease.