ANY SPECIFIED EQUITY CONTRIBUTION), IT BEING UNDERSTOOD THAT SUCH COMPLIANCE
WILL BE TESTED AFTER GIVING EFFECT TO ANY REPAYMENT, REDEMPTION OR ASSUMPTION OF
INDEBTEDNESS OF ANY HOLDING COMPANY, THE PARENT, THE BORROWER OR ANY SUBSIDIARY
IN CONNECTION WITH THE EXIT EVENT AND THE PAYMENT, REPAYMENT, REDEMPTION,
ASSUMPTION OR REPURCHASE OF ANY OTHER INDEBTEDNESS PURSUANT TO SECTION 7.14(B);
(II)
IMMEDIATELY AFTER GIVING EFFECT TO THE CONSUMMATION OF THE EXIT
EVENT, THERE SHALL NOT BE EXISTING AND CONTINUING ANY (A) DEFAULT DUE TO FAILURE
TO COMPLY WITH SECTION 6.1(A) OR (B) OR (B) EVENT OF DEFAULT UNDER PARAGRAPHS
(A), (B), (D), (H), (I) OR (O) OF ARTICLE 8;
(III)
ALL ASSETS TO BE ALLOCATED TO INSIGHT LP (OR ANY PERSON OR PERSONS
THAT SUCCEED TO THE RIGHTS OF INSIGHT LP UNDER THE PARTNERSHIP AGREEMENT) IN THE
EXIT EVENT WILL BE OWNED BY (EXCEPT AS OTHERWISE PERMITTED BY CLAUSE (B) BELOW)
THE BORROWER OR A SUBSIDIARY GUARANTOR (SUCH ASSETS, THE "EXIT ASSETS")
IMMEDIATELY AFTER GIVING EFFECT TO EACH ACTION TAKEN IN FURTHERANCE OF THE EXIT
EVENT; PROVIDED THAT (A) THE EXIT ASSETS SHALL NOT INCLUDE ANY CASH OR CASH
EQUIVALENTS RECEIVED IN THE EXIT EVENT OR ANY ASSET COMPRISED OF THE ASSUMPTION,
REPAYMENT, REDEMPTION OR REPURCHASE OF INDEBTEDNESS OF ANY HOLDING COMPANY,
PARENT, BORROWER OR ANY SUBSIDIARY BY A TCI EXIT PERSON AND (B) EXIT ASSETS MAY
BE OWNED BY NON-GUARANTOR SUBSIDIARIES, TO THE EXTENT THE AGGREGATE AMOUNT OF
ALL SUCH EXIT ASSETS OWNED BY NON-GUARANTOR SUBSIDIARIES IMMEDIATELY AFTER
GIVING EFFECT TO SUCH ACTION DOES NOT EXCEED THE AGGREGATE AMOUNT OF INVESTMENTS
PERMITTED TO BE MADE BY BORROWER AND THE SUBSIDIARY GUARANTORS IN PERSONS THAT
ARE NOT THE BORROWER OR A SUBSIDIARY GUARANTOR UNDER SECTION 7.4(C) AND (Y);
(IV)
THE ADJUSTED ANNUALIZED CONSOLIDATED OPERATING CASH FLOW GENERATED
BY THE EXIT ASSETS FOR THE FISCAL QUARTER OF THE BORROWER MOST RECENTLY ENDED
WITH RESPECT TO WHICH A DELIVERY REQUIREMENT FOR A COMPLIANCE CERTIFICATE
PURSUANT TO SECTION 6.1(C) HAS ARISEN (OR, PRIOR TO THE DUE DATE FOR THE FIRST
SUCH COMPLIANCE CERTIFICATE, AS OF THE MOST RECENTLY ENDED FISCAL QUARTER OF THE
BORROWER FOR WHICH FINANCIAL STATEMENTS ARE AVAILABLE) (SUCH ADJUSTED ANNUALIZED
CONSOLIDATED
85
OPERATING CASH FLOW FOR SUCH FISCAL QUARTER, THE "EXIT CASH FLOW") SHALL BE NO
LESS THAN $150,000,000; AND
(V)
75% OF THE EXIT CASH FLOW SHALL BE GENERATED BY ASSETS THAT WERE,
AS OF THE EXIT EVENT COMMENCEMENT DATE, HELD BY THE BORROWER OR ONE OR MORE OF
THE SUBSIDIARIES.
If the actual date of consummation of the Exit Event will differ from the
proposed date of consummation of the Exit Event set forth in the Exit Event
Notice by five days or more (or, if the information set forth would change
materially due to the change in such date of consummation, less than five days),
the Borrower shall update the information included in the Exit Event Notice and
shall deliver that updated information to the Administrative Agent no later than
3 Business Days prior to the actual date of