X-Rite (XRIT)

5.21.    Existing Indebtedness.

(a)  On the Closing Date, Company and its Subsidiaries shall (i) repay in full all Indebtedness outstanding under the Existing X-Rite Revolving Credit Agreement, (ii) terminate any commitments to lend or make other extensions of credit thereunder, (iii) deliver to Administrative Agent and Syndication Agent all documents or instruments necessary to release all Liens securing Indebtedness outstanding under the Existing X-Rite Revolving Credit

62

Agreement or other obligations of Company and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) make arrangements satisfactory to Administrative Agent and Syndication Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Company and its Subsidiaries with respect thereto.

(b)  On or before the earlier of the date of the Existing Headquarters Asset Sale and March 31, 2007, Company and its Subsidiaries shall (i) repay in full all Indebtedness outstanding under the Existing Headquarters Loan with the proceeds of the Existing Headquarters Asset Sale, (ii) terminate any commitments to lend or make other extensions of credit thereunder and (iii) deliver to Administrative Agent and Syndication Agent all documents or instruments necessary to release all Liens (including, without limitation, the Existing Headquarters Mortgage) securing Indebtedness outstanding under the Existing Headquarters Loan or other obligations of Company and its Subsidiaries thereunder being repaid in connection with the closing of the Existing Headquarters Asset Sale.

5.22.    Foreign Transfer of Funds.    On the next Business Day immediately following the Closing Date, the Company shall cause Amazys, or if the Merger Sub was utilized to affect the Tender Offer, Merger Sub, to advance such funds (by distribution or via intercompany loan) as are necessary and sufficient to enable repayment of the Revolving Loans (as defined in the First Lien Credit Agreement) in accordance with the Company’s obligations under Section 2.14(c) of the First Lien Credit Agreement; provided that any such advance made pursuant to intercompany loan shall be made pursuant to a promissory note complying with the requirements of Section 6.1(m).

5.23.    Existing Headquarters Asset Sale.    On or prior to March 31, 2007 (or such later date as the Administrative Agent shall approve, acting reasonably), (a) the Company shall dispose of its headquarters as of the Closing Date, commonly known as 3100 44^th Street Southwest, Grandville, Michigan (the “Existing Headquarters Asset”), pursuant to an Asset Sale (the “Existing Headquarters Asset Sale”), (b) consideration received for such Asset Sale shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Company (or similar governing body)), (c) no less than 100% thereof shall be paid in Cash, and (d) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); provided that such Net Asset Sale Proceeds shall be payable against the Existing Headquarters Loan (and thereafter the Loans) no later than the third (3^rd) Business Day following the date of receipt by Company or any of its Subsidiaries of such Net Asset Sale Proceeds, and such Net Asset Sale Proceeds may not be reinvested as otherwise permitted by Section 2.14(a).

5.21.    Existing Indebtedness.

(a)  On the Closing Date, Company and its Subsidiaries shall (i) repay in full all Indebtedness outstanding under the Existing X-Rite Revolving Credit Agreement, (ii) terminate any commitments to lend or make other extensions of credit thereunder, (iii) deliver to Administrative Agent all documents or instruments necessary to release all Liens securing Indebtedness outstanding under the Existing X-Rite Revolving Credit Agreement or other obligations of Company and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) make arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Company and its Subsidiaries with respect thereto.

(b)  On or before the earlier of the date of the Existing Headquarters Asset Sale and March 31, 2007, Company and its Subsidiaries shall (i) repay in full all Indebtedness outstanding under the Existing Headquarters Loan with the proceeds of the Existing Headquarters Asset Sale, (ii) terminate any commitments to lend or make other extensions of credit thereunder and (iii) deliver to Administrative Agent all documents or instruments necessary to release all Liens (including, without limitation, the Existing Headquarters Mortgage) securing Indebtedness outstanding under the Existing Headquarters Loan or other obligations of Company and its Subsidiaries thereunder being repaid in connection with the closing of the Existing Headquarters Asset Sale.

5.22.    Foreign Transfer of Funds.    On the next Business Day immediately following the Closing Date, the Company shall cause Amazys, or if the Merger Sub was utilized to affect the Tender Offer, Merger Sub, to advance such funds (by distribution or via intercompany loan) as are necessary and sufficient to enable repayment of the Revolving Loans in accordance with the Company’s obligations under Section 2.14(c); provided that any such advance made pursuant to intercompany loan shall be made pursuant to a promissory note complying with the requirements of Section 6.1(m).

5.23.    Existing Headquarters Asset Sale.     On or prior to March 31, 2007 (or such later date as the Administrative Agent shall approve, acting reasonably), (a) the Company shall dispose of its headquarters as of the Closing Date, commonly known as 3100 44^th Street

82

Southwest, Grandville, Michigan (the “Existing Headquarters Asset”), pursuant to an Asset Sale (the “Existing Headquarters Asset Sale”), (b) consideration received for such Asset Sale shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Company (or similar governing body)), (c) no less than 100% thereof shall be paid in Cash, and (d) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); provided that such Net Asset Sale Proceeds shall be payable against the Existing Headquarters Loan (and thereafter the Loans) no later than the third (3^rd) Business Day following the date of receipt by Company or any of its Subsidiaries of such Net Asset Sale Proceeds, and such Net Asset Sale Proceeds may not be reinvested as otherwise permitted by Section 2.14(a).