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.] [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 By: Name: Title: ASSIGNEE By: Name: Title: Accepted: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory

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.] [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 HOLOGIC, INC., as Assignee and Borrower By: Name: Title: Accepted: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent [and Auction Manager] Manager By: Name: Title: By: Authorized SignatorySignatory Title:

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.] [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 By: Name: Title: ASSIGNEE By: Name: Title: Accepted: ▇▇▇▇▇▇▇ ▇▇▇▇▇ HSBC BANK USA, N.A., as Term Administrative Agent [and Auction Manager] By: Authorized SignatoryName: Title:

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 compromise or unauthorized use of its Term Loansthe security procedures. Subject to and effective upon “Electronic Means” shall mean the acceptance following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Assignee for purchase of the principal amount of the Term Loans to be assigned Agent, or another method or system specified by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager Agent as the true and lawful agent and attorney-in-fact of the Assignor available for use in connection 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 Assignorits services hereunder.] [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 By: Name: Title: ASSIGNEE By: Name: Title: Accepted: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory

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.] [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 By: Name: Title: ASSIGNEE By: Name: Title: Accepted: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USACREDIT PARTNERS L.P., as Administrative Agent [and Auction Manager] Manager By: Authorized Signatory

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.] [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 By: Name: Title: ASSIGNEE By: Name: Title: Accepted: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA[AUCTION MANAGER], as Administrative Agent [and Auction Manager] Manager By: Authorized SignatoryName: Title:

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.] [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 By: Name: Title: ASSIGNEE By: Name: Title: Accepted: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory