Common use of Wire Instructions Clause in Contracts

Wire Instructions. [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT

Wire Instructions. [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Tranche B Term Loans will constitute a binding agreement between offer by the Assignor and to the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Tranche B Term Loans will be deemed to have been accepted by the Assignee to the extent such Tranche B Term Loans are validly offered by the Assignor to the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Tranche B Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Tranche B Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Tranche B Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Tranche B Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] . [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Tranche B Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] . The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] HOLOGIC, INC., as Assignee and Borrower By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA, as Administrative Agent [and Auction Manager] Manager By: Name: Title: By: Authorized Signatory ANNEX Title: Annex 1 to Affiliate Assignment and Assumption Agreement STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Wire Instructions. Bank Name: City, State: ABA #: Account #: Account Name: Please acknowledge receipt of this letter in the space provided below. This letter supersedes and replaces any prior notice specifying the name of Seller and Seller's Wire Instructions and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by each of us and acknowledged by you. Very truly yours, [In AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED]** By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Receipt acknowledged by: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: --------------------------- Name: ------------------------- Title: ------------------------ -------- ** The authorized officer executing this letter must be the case same authorized officer as signs the Exhibit C-1 Letter. Applicable if there is no Warehouse lender. [TRADE ASSIGNMENT] ("Takeout Investor") [Address] Attention: Ladies and Gentlemen: Attached hereto is a correct and complete copy of an assignment via Dutch Auction only: The Assignor acknowledges and agrees your confirmation of commitment (the "Commitment"), trade-dated _, ____, to purchase $ of mortgage loans (the "Mortgage Loans") at a purchase price of . This is to confirm that (i) submission the Commitment is in full force and effect, (ii) the Commitment is hereby assigned to Greenwich Capital Financial Products, Inc. ("GCFP"), (iii) you will accept delivery of a Return Bid in respect such Mortgage Loans directly from GCFP, (iv) you will pay GCFP for such Mortgage Loans, (v) upon GCFP's acceptance of the Term this assignment, GCFP is obligated to make delivery of such Mortgage Loans will constitute a binding agreement between the Assignor and the Assignee to you in accordance with the terms attached Commitment and conditions (vi) upon GCFP's acceptance of this assignment, you will release Seller from its obligation to deliver the Mortgage Loans to you under the Commitment. Upon GCFP's determination not to accept an assignment, GCFP will notify you that this assignment is rejected. Not later than 2:00 P.M. Eastern Standard Time one business day prior to your satisfaction of the Auction Procedures Commitment, you shall fax a purchase confirmation to GCFP at (203) 625-2700, Attention: . Payment will be made to GCFP in immedxxxxxx xxxxxxxle funds. Very truly yours, [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED] By: ----------------------------- Name: --------------------------- Title: -------------------------- Agreed to, confirmed and accepted: [TAKEOUT INVESTOR] By: --------------------------- Name: ------------------------- Title: ------------------------ EXHIBIT D-2 [TRADE ASSIGNMENT] (Blanket) ____("Takeout Investor") [Address] Attention: Ladies and Gentlemen: This is to confirm that (i) your commitments ("Commitment"), made from time to time, to purchase mortgage loans (the Credit Agreement; "Mortgage Loans") from Seller may be assigned to Greenwich Capital Financial Products, Inc. ("GCFP"), (ii) Term you will accept delivery of such Mortgage Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and directly from GCFP, (iii) it does not have any withdrawal rights you will pay GCFP for such Mortgage Loans, (iv) upon GCFP's acceptance of this assignment with respect to any offer Commitment, GCFP will be obligated to assign make delivery of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term such Mortgage Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes you in accordance with such Commitment and appoints the Auction Manager as the true and lawful agent and attorney-in-fact (v) upon GCFP's acceptance of the Assignor such assignment with respect to any Commitment, you will release Seller from its obligation to deliver the related Mortgage Loans to you under such Term Commitment but Seller will not be released from any of its other obligations under the Loan Purchase and Sale Agreement. Your agreement to the foregoing shall remain in effect until terminated by your giving notice of such termination to Seller in the form attached hereto as Exhibit 1. Upon GCFP's determination not to accept an assignment, GCFP will notify you that this assignment is rejected with respect to the related Commitment. Not later than 9:00 A.M. Eastern Standard Time on the business day that you purchase the Mortgage Loans, with full powers of substitution you shall fax a purchase list containing the information required by the Mortgage Loan Settlement Summary to GCFP at (203) 625-2700, Attention: . You may also transmit such informatiox xxxxxxxxxxxxly by 10:00 A.M. on such business day. Payment will be made to GCFP in immediately available funds. Very truly yours, [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED] By: ----------------------------- Name: --------------------------- Title: -------------------------- Agreed to, confirmed and revocation (such power of attorney being deemed accepted: [TAKEOUT INVESTOR] By: --------------------------- Name: ------------------------- Title: ------------------------ EXHIBIT 1 to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.EXHIBIT D-2 [WITHDRAWAL OF CONSENT TO BLANKET TRADE ASSIGNMENT] [Signature page followsAmerican Home Mortgage Corp. 520 Broadhollow Road Melville, New York 11747 ] [In the case Columbia Nationax, Xxxxxxxxxxxx 0000 Xxxxxxxx Xxxxxxx Xxxxx Xolumbia, MD 21046 ] Ladies and Gentxxxxx: Xxx xxxxxxxxxxx xxxxxx xxxxinates its agreement to Seller's assignment of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer Commitments to assign Term Loans GCFP, which approval was given pursuant to the Auction Procedures constitute Trade Assignment dated _____. This termination shall be effective as of _________ but shall not affect the Assignor’s acceptance assignment of any Commitment which assignment was made prior to the date hereof. Capitalized terms and conditions (including not defined herein shall have the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] The terms meanings set forth in this Assignment are hereby agreed to: ASSIGNOR the Trade Assignment. Very truly yours, [NAME OF ASSIGNORTAKEOUT INVESTOR] By: ----------------------------- Name: --------------------------- Title: -------------------------- Copy to: Greenwich Capital Financial Products, Inc. EXHIBIT E [PURCHASER'S WIRE INSTRUCTIONS] [Takeout Investor] [Address] Re: Custodial Agreement dated as of January 1, 2004, among Greenwich Capital Financial Products, Inc., American Home Mortgage Corp., Columbia National, Incorporated and [Residential Funding Corporation/Deutsche Bank National Trust Company] Ladies and Gentlemen: Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the above-referenced Custodial Agreement. Set forth below are the Purchaser's Wire Instructions applicable to the above-referenced Custodial Agreement. Wire Instructions: ----------------- Bank Name: City, State: ABA #: Account #: Account Name: Please acknowledge receipt of this letter in the space provided below. This letter supersedes and replaces any prior notice specifying the name of Purchaser and the Purchaser's Wire Instructions and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by each of us and acknowledged by you. Very truly yours, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: ----------------------------- Name: --------------------------- Title: -------------------------- Receipt acknowledged by: [TAKEOUT INVESTOR] By: --------------------------- Name: ------------------------- Title: ------------------------ cc: [American Home Mortgage Corp./Columbia National, Incorporated] Residential Funding Corporation EXHIBIT F [FORM OF CONFIRMATION] TO: [American Home Mortgage Corp. 520 Broadhollow Road Melville, new York 11747 ] [Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx 0000 Columbia Gateway Drive Columbia, MD 21046 ] DATE: XX: Xxxxxxxxxxxx xx Xxxxxxxx xx Xxxxxxxx Xxxxx Greenwich Capital Financial Products, Inc. ("Purchaser") is pleased to confirm its agreement to purchase and your agreement to sell the Mortgage Loans relating to the pool number referred to herein, pursuant to the Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2004 (the "Mortgage Loan Purchase and Sale Agreement"), between Purchaser and Sellers, under the following terms and conditions: Pool No. Check as appropriate: Cash Window Transaction Conduit Transaction (Conduit: ) Purchase Date Settlement Date Discount Purchase Price Pass-Through Rate Total Principal Amount of the Pool Capitalized terms used and not otherwise defined herein shall have the meanings ascribed in the Mortgage Loan Purchase and Sale Agreement. Very truly yours, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: --------------------------- Name: ------------------------- Title: ------------------------ EXHIBIT G [NOTICE OF REJECTION OF TRADE ASSIGNMENT] ____________("Takeout Investor") [Address] Attention: Ladies and Gentlemen: Greenwich Capital Financial Products, Inc. ("GCFP") hereby notifies you that it does not intend to purchase a 100% ownership interest in $ in mortgage loans (the "Mortgage Loans") that you committed to purchase from the [American Home Mortgage Corp./Columbia National, Incorporated] pursuant to your confirmation of commitment (the "Commitment") trade-dated , ____ a copy of which is attached hereto. Accordingly, the assignment of the Commitment by Seller to GCFP is hereby rejected, and GCFP shall have no obligations thereunder. Very truly yours, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: --------------------------- Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT:

Wire Instructions. [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by the Assignor to the Assignee in accordance with the terms and conditions of the Auction Procedures procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid subject to purchase in the Auction (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iiiii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Proceduresprocedures, the Credit Agreement and this Assignment.] . The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] SYNAPTICS INCORPORATED By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA[AUCTION MANAGER], as Administrative Agent [and Auction Manager] Manager By: Authorized Signatory Name: Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Wire Instructions. [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] . [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] . The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEEAUDATEX NORTH AMERICA, INC./ SOLERA NEDERLAND HOLDING B.V./ AUDATEX HOLDINGS IV B.V.] By: Name: Title: Accepted: XXXXXXX XXXXX BANK USACREDIT PARTNERS L.P., as Administrative Agent [and Auction Manager] Manager By: Authorized Signatory ANNEX 1 STANDARD TERMS XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR AFFILIATE BORROWER ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Wire Instructions. [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] . The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEELOAN PARTY OR SUBSIDIARY /SPONSOR AFFILIATED LENDER] By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory Annex B to Exhibit P to Credit Agreement ANNEX 1 STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Wire Instructions. [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] . [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] . The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME NORD ANGLIA EDUCATION FINANCE LLC/NORD ANGLIA EDUCATION, INC./[SUBSIDIARY OF ASSIGNEEPARENT]] By: Name: Title: Accepted: XXXXXXX XXXXX HSBC BANK USA, N.A., as Term Administrative Agent [and Auction Manager] By: Authorized Signatory ANNEX 1 STANDARD TERMS Name: Title: XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Wire Instructions. [(a) In addition to the case foregoing, the Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”), given pursuant to this Agreement, set forth on Exhibit L hereto (as such exhibit may be updated from time to time pursuant to the provisions set forth below), and delivered using Electronic Means (as hereinafter defined); provided, however, that the Seller shall provide to the Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Seller Authorized Officers”) and containing specimen signatures of an assignment via Dutch Auction only: such Seller Authorized Officers, which incumbency certificate shall be amended by the Seller whenever a person is to be added or deleted from the listing. Any modifications to the Instructions shall be agreed to by all parties hereto and prior to providing funds to any party under this Agreement. If Seller elects to give the Instructions using Electronic Means and the Agent in its discretion elects to act upon such Instructions, the Agent’s understanding of such Instructions shall be deemed controlling. The Assignor acknowledges Seller understands and agrees that the Agent cannot determine the identity of the actual sender of such Instructions and that the Agent shall conclusively presume that directions that purport to have been sent by Seller Authorized Officer listed on the incumbency certificate provided to the Agent have been sent by such Seller Authorized Officer. The Seller shall be responsible for ensuring that only Seller Authorized Officers transmit such Instructions to the Agent and that the Seller and all Seller Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt. The Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Seller agrees: (i) submission of a Return Bid in respect it shall assume all risks and liabilities arising out of the Term Loans will constitute a binding agreement between use of Electronic Means to submit Instructions to the Assignor Agent, including without limitation the risk of the Agent’s acting on unverified unauthorized Instructions, and the Assignee in accordance with the terms risk of interception and conditions of the Auction Procedures and the Credit Agreementmisuse by third parties; (ii) Term Loans will be deemed to have been accepted by that it is fully informed of the Assignee protections and risks associated with the various methods of transmitting Instructions to the extent such Term Loans are validly offered Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction)Seller not otherwise stated herein; and (iii) it does not have to notify the Agent immediately upon learning of any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase compromise or unauthorized use of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration security procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT. “