repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder[[Borrower:Organization]],

“Qualified Third Party Auctioneer”: An independent auction agent of national reputation experienced in conducting auctions of assets similar to the Communications Assets.

no more than four Auctions may be effected in any twelve month period (unless a higher number is agreed to by the Administrative Agent);

Auction. Each Seller agrees that it will continue to conduct auctions for all units that are past due in the normal course of business substantially in accordance with Sellers’ current practices with respect to the Property. All auctions shall be conducted in accordance with the laws of the State of Texas. Each Seller will hold Purchaser and Purchaser’s agents and representatives harmless from any legal actions brought by any tenant of such Seller’s Seller Property as a result of any such auction during the period such Seller owned such Seller’s Seller Property. Sellers’ obligations under the immediately preceding sentence expressly shall survive Closing.

“Auction Purchase Offer” means an offer by the Borrower to purchase Term Loans of one or more Facilities pursuant to modified Dutch auctions conducted in accordance with the Auction Procedures and otherwise in accordance with Section 2.25.

Summary. A Purchasing Borrower Party may purchase (by assignment) Term Loans on a non-pro rata basis by conducting one or more reverse Dutch auctions pursuant to the procedures described herein and as set forth in the Credit Agreement.

The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this [Section 2.19] (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, [Sections 5.01, 5.02 and 13.06] (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this [Section 2.19] shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this [Section 2.19]. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and [Section 13.01] mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Any Lender may, so long as no Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Loans under this Agreement to, after the formation thereof, Holdco, or the Borrower or any of their Restricted Subsidiaries through Dutch auctions or other offers to purchase open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(a[[Borrower:Organization]](iii[[Borrower:Organization]]; provided, that:

Notwithstanding anything to the contrary contained in this Section 10.06 or any other provision of this Agreement, any Lender may assign all or any portion of its Term Loans to the Parent Borrower through # Dutch auctions open to all Lenders on a pro rata basis in accordance with the provisions described in Section 2.13(a[[SunTrustTruist Bank:Organization]](iv[[SunTrustTruist Bank:Organization]] or (y[[SunTrustTruist Bank:Organization]] notwithstanding Sections 2.13, 2.14 and 10.04, open market purchases on a non-pro rata basis; provided that in connection with assignments pursuant to clause (y[[SunTrustTruist Bank:Organization]]:

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to [Section 2.18]); provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.