Common use of Certain Affiliate Transactions Clause in Contracts

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D [Reserved] E Assignment Agreement F Certificate Re Non-bank Status G [Reserved] H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement FIRST LIEN CREDIT AND GUARANTY AGREEMENT This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of January 30, 2006, is entered into by and among X-RITE, INCORPORATED, a Michigan corporation (“Borrower” or “Company”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger, as Bookrunner and as Syndication Agent (in such capacities, “Syndication Agent”), and GSCP, as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, together with its permitted successor in such capacity, “Collateral Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line B Note C Compliance Certificate D [ReservedRESERVED] E Assignment Agreement F Certificate Re Non-bank Status G [ReservedRESERVED] H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement FIRST SECOND LIEN CREDIT AND GUARANTY AGREEMENT This FIRST SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of January 30, 2006, is entered into by and among X-RITE, INCORPORATED, a Michigan corporation (“Borrower” or “Company”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger, as Bookrunner and as Syndication Agent (in such capacities, “Syndication Agent”), and GSCP, as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, together with its permitted successor in such capacity, “Collateral Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D [Reserved] Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G [Reserved] Closing Date Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement FIRST LIEN Collateral Questionnaire CREDIT AND GUARANTY AGREEMENT This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of January 30December 20, 20062001, is entered into by and among X-RITE, INCORPORATEDIPC ACQUISITION CORP., a Michigan Delaware corporation (“Borrower” or “"Company”"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. (“"GSCP”"), as sole Lead Arranger, as Bookrunner and as Syndication Agent (in such capacities, “"Syndication Agent”"), and GSCPTHE BANK OF NOVA SCOTIA ("BNS"), as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “"Administrative Agent”") and as Collateral Agent (in such capacity, together with its permitted successor in such capacity, “"Collateral Agent”"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital"), as Documentation Agent (in such capacity, "Documentation Agent").

Certain Affiliate Transactions. EXHIBITS: A-1 Form of Funding Notice A-2 Form of Conversion/Continuation Notice A-3 Issuance Notice B-1 Form of Dollar Term Loan Note B-2 Revolving Form of Euro Term Loan Note B-3 Swing Line Note C Form of Compliance Certificate D [Reserved] E Form of Assignment Agreement F E Form of Certificate Re Non-bank Status F-1 Form of Closing Date Certificate F-2 Form of Solvency Certificate G [Reserved] H Form of Counterpart Agreement I H Form of Pledge and Security Agreement J I Form of Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement FIRST LIEN CREDIT TERM LOAN AND GUARANTY AGREEMENT This FIRST LIEN CREDIT TERM LOAN AND GUARANTY AGREEMENT, dated as of January 30December 22, 20062005, is entered into by and among X-RITE, INCORPORATEDAUTOCAM CORPORATION, a Michigan corporation (“Borrower” or “"Company”"), TITAN HOLDINGS, INC., a Delaware corporation ("Holdings"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX GOLDMAN SACHS CREDIT PARTNERS L.P. (“"GSCP”"), as Lead Arranger, as Bookrunner and Soxx Xxxxrxxxxx (in such capacities, the "Lead Arranger"), as Syndication Agent (in such capacitiescapacity, “"Syndication Agent”"), and GSCPTHE BANK OF NEW YORK ("BNY"), as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “"Administrative Agent”") and as Collateral Agent (in such capacity, together with its permitted successor in such capacity, “"Collateral Agent”").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line B Note C Compliance Certificate D [Reserved] X-0 Xxxxxxx xx XxXxxxxxx, Will & Xxxxx LLP D-2 Opinion of Xxxxxxxxx Xxxxxx PLLC E Assignment Agreement F Certificate Re Non-bank Bank Status G [Reserved] H Counterpart Agreement I H Pledge and Security Agreement I Collateral Assignment J Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement FIRST SECOND LIEN CREDIT AND GUARANTY AGREEMENT This FIRST SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of January 30October 24, 20062007, is entered into by and among X-RITE, INCORPORATED, a Michigan corporation (“Borrower” or “Company”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING (“GSCPGoldenTree”), as Lead Arranger, as Bookrunner sole lead arranger and as Syndication Agent sole bookrunner (in such capacities, “Syndication AgentLead Arranger”), and GSCPTHE BANK OF NEW YORK (“BNY”), as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, together with its permitted successor successors in such capacity, “Collateral Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 B Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D [Reserved] Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G [Reserved] G-1 Closing Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement FIRST SECOND LIEN CREDIT AND GUARANTY AGREEMENT This FIRST SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of January 30February 28, 20062005, is entered into by and among X-RITE, INCORPORATEDGENTEK INC., a Michigan Delaware corporation (“"Holdings"), GENTEK HOLDING, LLC, a Delaware limited liability company ("Borrower” or “Company”"), CERTAIN SUBSIDIARIES OF COMPANYBORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX SACHS CREDIT PARTNERS L.P. (“"GSCP”"), as Joint Lead Arranger, as Bookrunner Sole Bookrunner, and as Syndication Agent (in such capacities, “"Syndication Agent”"), and GSCP, as Administrative Agent (in such capacity, together with its permitted successors in such capacity, “"Administrative Agent”") and as Collateral Agent (in such capacity, together with its permitted successor in such capacity, “"Collateral Agent”"), BANC OF AMERICA SECURITIES LLC ("BAS", and together with GSCP, the "Arrangers"), as Joint Lead Arranger, and BANK OF AMERICA, N.A. ("BOFA"), as Documentation Agent (in such capacity, "Documentation Agent").