Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired (or, in each case, the Equity Interests in a subsidiary substantially all of the assets of which are such property and which subsidiary is formed for the purpose of effecting a Sale and Lease-Back Transaction), and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “ Sale and Lease-Back Transaction ”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to (i) Excluded Property, (ii) property owned by any Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 365 days of the acquisition of such property or (iii) property owned by any Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by any Borrower or any Domestic Subsidiary, (i) if at the time the lease in connection therewith is entered into, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $25.0 million, after giving effect to the entering into of such lease, the Borrowers shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrowers or any Domestic Subsidiary as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), (c) in connection with any Project Financing, (d) with respect to (i) the Real Property commonly referred to as the Harrah’s New Orleans, (ii) the Real Property commonly referred to as the Harrah’s Laughlin, (iii) the Real Property commonly referred to as the Harrah’s Atlantic City, (iv) the Real Property commonly referred to as the Indiana Grand Racing & Casino, (v) the Real Property commonly referred to as the Hoosier Park Racing & Casino, (vi) the Real Property commonly referred to as Harrah’s Las Vegas (and the Equity Interests in a subsidiary substantially all of the assets of which are such property and which subsidiary is formed for the purpose of effecting such Sale and Lease-Back Transaction) and (vii) the Real Property listed on Schedule 1.01(C), in each case under this clause (d), so long as the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), (e) in connection with transactions permitted by the Master Leases and (f) with respect to any Sale and Lease-Back Transaction that is deemed to have occurred solely as a result of a failed sale under GAAP ( provided that, in the case of this clause (f), such sale was otherwise permitted by Section 6.05); provided , further , that the applicable Borrower or the applicable Domestic Subsidiary shall receive at least fair market value (as determined by the applicable Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the applicable Borrower in any case of any property with a fair market value in excess of $25.0 million).