Common use of Prepayment on Change of Control Clause in Contracts

Prepayment on Change of Control. No more than 30 days following a Change of Control, the Company shall prepay the entire principal amount outstanding under this Note. As used herein, (x) the term "Change of Control" means the occurrence of any of the following: (i) the adoption of a plan relating to the liquidation or dissolution of Parent or the Company, (ii) any Person or group (as such term is used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act (or any successor rules)), directly or indirectly, of more than 50% of the total voting stock of Parent or the Company, other than in connection with a merger, consolidation or acquisition of assets in which Kayne Andxxxxx Xxxxxxxxnt Management affiliates do not sell, transfer or otherwise dispose of any equity security or convertible debt security of Parent or the Company or (iii) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors and (y) the term "Continuing Director" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on January 6, 2002 or (ii) was nominated for election or elected to such Board of Directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

Prepayment on Change of Control. No more than 30 calendar days following a Change of Control, the Company Parent or the successor entity to the majority of the Parent's assets shall prepay the entire principal amount outstanding under this Note. As used herein, (x) the term "Change of Control" means the occurrence of any of the following: (i) the adoption of a plan relating to the liquidation or dissolution of Parent or the CompanyParent, (ii) any Person person or group (as such term is used in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act (or any successor rules)), directly or indirectly, of more than 50% of the total voting stock of Parent or the Company, other than in connection with a merger, consolidation or acquisition of assets in which Kayne Andxxxxx Xxxxxxxxnt Management affiliates do not sell, transfer or otherwise dispose of any equity security or convertible debt security of Parent or the Company or (iii) the first day on which a majority of the members of the Board board of Directors of the Company Parent are not Continuing Directors and (y) the term "Continuing Director" means, as of any date of determination, any member of the Board board of Directors directors of the Company Parent who (i) was a member of such Board board of Directors directors on January 6, 2002 the date of this Note or (ii) was nominated for election or elected to such Board board of Directors directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board board at the time of such nomination or election.

Prepayment on Change of Control. No more than 30 days following a Change of Control, the Company shall prepay the entire principal amount outstanding under this Note. As used herein, (x) the term "Change of Control" means the occurrence of any of the following: (i) the adoption of a plan relating to the liquidation or dissolution of Parent or the Company, (ii) any Person or group (as such term is used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act (or any successor rules)), directly or indirectly, of more than 50% of the total voting stock of Parent or the Company, other than in connection with a merger, consolidation or acquisition of assets in which Kayne Andxxxxx Xxxxxxxxnt Xxxxx Xxxxxxxx Investment Management affiliates do not sell, transfer or otherwise dispose of any equity security or convertible debt security of Parent or the Company or (iii) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors and (y) the term "Continuing Director" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on January 6, 2002 or (ii) was nominated for election or elected to such Board of Directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

Prepayment on Change of Control. No more than 30 calendar days following a Change of Control, Parent or the Company successor entity to the majority of Parent’s assets shall prepay the entire principal amount outstanding under this Note. As used herein, (x) the term "“Change of Control" ” means the occurrence of any of the following: (i) the adoption of a plan relating to the liquidation or dissolution of Parent or the CompanyParent, (ii) any Person person or group (as such term is used in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act (or any successor rules))) other than the Holder and any group of which the Holder is a part, directly or indirectly, of more than 50% of the total voting stock of Parent or the Companyanother Co-Borrower, other than in connection with a merger, consolidation or acquisition of assets in which Kayne Andxxxxx Xxxxxxxxnt Management affiliates do not sell, transfer or otherwise dispose of any equity security or convertible debt security of Parent or the Company or (iii) the first day on which a majority of the members of the Board board of Directors of the Company Parent are not Continuing Directors and (y) the term "“Continuing Director" ” means, as of any date of determination, any member of the Board board of Directors directors of the Company Parent who (i) was a member of such Board board of Directors directors on January 6, 2002 the date of this Note or (ii) was nominated for election or elected to such Board board of Directors directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board board at the time of such nomination or election.